Panera Bread Company 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2012
PANERA BREAD COMPANY
(Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code: 314-984-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On March 9, 2012, the Board of Directors of Panera Bread Company (the “Company”) elected and appointed Ronald M. Shaich, the Company's Executive Chairman, as Co-Chief Executive Officer of the Company. William W. Moreton, the Company's current Chief Executive Officer and President, shall serve as Co-Chief Executive Officer and President. In connection with this election and appointment, Mr. Shaich's annual base salary was increased from $525,000 to $630,360. Mr. Shaich will continue to serve as Chairman of the Company's Board of Directors. A copy of the press release of the Company announcing Mr. Shaich's election and appointment as Co-Chief Executive Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On March 9, 2012, in connection with the Board of Director's election and appointment of Mr. Shaich as Co-Chief Executive Officer, as described in Item 5.02 of this Current Report on Form 8-K, the Board of Directors of the Company approved an amendment to the Second Amended and Restated By-laws of the Company (the “By-laws”) to provide for co-chief executive officers.
The foregoing description of the amendment to the By-laws is qualified in its entirety by reference to the full text of the By-laws, as amended, filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.