Panera Bread Company Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-12-04: Form 8-K; Period of report 2012-12-04; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2012-11-14: Form 8-K; Period of report 2012-11-14; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2012-10-23: Form 8-K; Period of report 2012-10-23; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2012-09-25: Form 8-K; Period of report 2012-09-25; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-12-04 | 8-K | 2012-12-04 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On November 30, 2012, Panera Bread Company (the “Company”) entered into a credit agreement (the “Credit Agreement”), by and among the Company, as borrower, Bank of America, N.A. (“Bank of America”), as administrative agent, swing line lender and L/C issuer, and each lender from time to time party thereto. 1.02 Also on November 30, 2012, the Company terminated its existing amended and restated credit agreement, dated March 7, 2008, by and among the Company, Bank of America, as administrative agent, swing line lender and L/C issuer, and each lender party thereto, the term of which was otherwise scheduled to expire on March 7, 2013. 2.03 The information in “Item 1.01. | a201208238k1.htm |
| 2012-11-14 | 8-K | 2012-11-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (a) On November 9, 2012, the Board of Directors (the “Board”) of Panera Bread Company (the “Company”), upon the recommendation of the Board's Committee on Nominations and Corporate Governance, elected Diane Hessan as a Class III director, with a term expiring at the Company's 2013 annual meeting of stockholders. | a201211138k.htm |
| 2012-10-23 | 8-K | 2012-10-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the press release of Panera Bread Company (the “Company”) dated October 23, 2012 announcing the Company's financial results for the fiscal third quarter ended September 25, 2012 and describing the Company's earnings targets for the fourth quarter and full year fiscal 2012, and establishing full year earnings targets for fiscal 2013. 7.01 The Company will host a conference call that will be broadcast on the Internet at 7:30 A.M. Central Time on Wednesday, October 24, 2012 to discuss the Company's financial results for the third quarter fiscal 2012, earnings targets and business outlook for the fourth quarter and full year fiscal 2012, and full year fiscal 2013, and preliminary comparable net bakery-cafe sales results for the first 27 days of the fourth quarter fiscal 2012. | a201209258k.htm |
| 2012-09-25 | 8-K | 2012-09-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (a) On September 21, 2012, the Board of Directors (the “Board”) of Panera Bread Company (the “Company”), on the recommendation of the Compensation and Management Development Committee (the “Compensation Committee”), approved an increase in the total annual grants for which the Company's Co-Chief Executive Officers, Ronald M. Shaich and William W. Moreton, are eligible under the Company's 2005 Long Term Incentive Program, a sub-plan under the Company's 2006 Stock Incentive Plan (“LTIP”). | a201209258kexec.htm |
| 2012-08-23 | 8-K | 2012-08-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On August 23, 2012, the Compensation and Management Development Committee (the “Compensation Committee”) of Panera Bread Company (the “Company”) determined that, beginning in 2012, for fiscal years in which the Company's performance substantially exceeds its pre-established pre-tax earnings target, the Company's eligible executive officers and all other members of management eligible for the Company's incentive bonus program would no longer receive a supplemental bonus payment, and that the Company's earnings performance would instead be considered by the Compensation Committee in determining the Company performance component of each executive's and member of management's Annual Incentive Bonus. 8.01 On August 23, 2012, the Company issued a press release announcing the authorization of a three-year, $600 million share repurchase program and the termination of the Company's existing repurchase program, which had been scheduled to expire on November 16, 2012. | a201208238k.htm |
| 2012-07-24 | 8-K | 2012-07-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the press release of Panera Bread Company (the “Company”) dated July 24, 2012 announcing the Company's financial results for the fiscal second quarter ended June 26, 2012, and describing the Company's earnings targets for the third and fourth quarter fiscal 2012, and full year fiscal 2012. 7.01 The Company will host a conference call that will be broadcast on the Internet at 7:30 A.M. Central Time on Wednesday, July 25, 2012 to discuss the Company's financial results for the second quarter fiscal 2012, earnings targets and business outlook for the third and fourth quarter fiscal 2012, and full year fiscal 2012, and preliminary comparable net bakery-cafe sales results for the first 27 days of the third quarter fiscal 2012. | a201206268k.htm |
| 2012-05-22 | 8-K | 2012-05-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the 2012 Annual Meeting of Stockholders held on May 17, 2012 (the “2012 Annual Meeting”), the stockholders of Panera Bread Company (the “Company”) elected the two director nominees; approved, in a non-binding advisory vote, the compensation of the Company's named executive officers; and ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 25, 2012. | a201205238k.htm |
| 2012-04-24 | 8-K | 2012-04-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the press release of Panera Bread Company (the “Company”) dated April 24, 2012 announcing the Company's financial results for the fiscal first quarter ended March 27, 2012 and describing the Company's earnings targets for the second quarter and full year of fiscal 2012. 7.01 The Company will host a conference call that will be broadcast on the Internet at 7:30 A.M. Central Time on Wednesday, April 25, 2012 to discuss the Company's financial results for the first quarter of fiscal 2012, earnings targets and business outlook for the second quarter and full year of fiscal 2012, and preliminary comparable net bakery-cafe sales results for the first 27 days of the second quarter of fiscal 2012. | a201203278k.htm |
| 2012-04-17 | 8-K | 2012-04-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 13, 2012, John M. Maguire, Executive Vice President and Chief Operating Officer of Panera Bread Company (the “Company”) tendered his resignation. | a201204178k.htm |
| 2012-04-10 | 8-K | 2012-04-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 5, 2012, the Board of Directors of Panera Bread Company (the “Company”) appointed Thomas Patrick Kelly, age 54, as the Company's interim Chief Financial Officer, effective April 9, 2012, for an initial term of up to six months, which term may be extended on a monthly basis thereafter. | a201204108k.htm |
| 2012-03-20 | 8-K | 2012-03-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 16, 2012, the day following the effectiveness of the resignation of the Chief Financial Officer of Panera Bread Company (the “Company”), Mark Wooldridge, age 37, the Company's Vice President of Accounting, Associate Controller and Chief Accounting Officer, began temporarily performing the functions similar to those of a principal financial officer. | a201203208k.htm |
| 2012-03-15 | 8-K | 2012-03-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 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. 5.03 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. | a201203158k.htm |
| 2012-02-07 | 8-K | 2012-02-05 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.02 Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the press release of Panera Bread Company (the “Company”) dated February 7, 2012 announcing the Company's financial results for the fiscal fourth quarter and fiscal year ended December 27, 2011 and describing the Company's earnings targets for the first quarter and full year of fiscal 2012. 5.02 On February 5, 2012, Jeffrey W. Kip, Executive Vice President and Chief Financial Officer of the Company tendered his resignation to the Company. 7.01 The Company will host a conference call that will be broadcast on the Internet at 8:30 A.M. Eastern Time on Wednesday, February 8, 2012 to discuss the Company's financial results for the fourth quarter and full year of fiscal 2011, earnings targets and business outlook for the first quarter and full year of fiscal 2012, and preliminary comparable net bakery-cafe sales results for the first 41 days of the first quarter of fiscal 2012. | a201112278k.htm |