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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/
Filed by a party other than the Registrant / /
<TABLE>
<S> <C>
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
PANERA BREAD COMPANY
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined.):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed: June 20, 2000
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<PAGE>
PANERA BREAD COMPANY
7930 BIG BEND BOULEVARD
WEBSTER GROVES, MISSOURI 63119
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 25, 2000--9:00 A.M.
You are hereby notified that the Annual Meeting of Stockholders of Panera
Bread Company will be held on Tuesday, July 25, 2000 at 9:00 A.M., Central Time,
at Bank of America, 800 Market Street, Atrium Conference Room 1, St. Louis, MO
63101, to consider and act upon the following matters:
1. To elect two (2) Directors;
2. To ratify the action of the Directors reappointing
PricewaterhouseCoopers LLP as auditors for the Company for the fiscal
year ending December 30, 2000; and
3. To transact such other business as may properly come before the meeting.
If you are unable to attend the meeting personally, please be sure to date,
sign and return the enclosed proxy in the envelope provided to: Boston EquiServe
Limited Partnership, 150 Royall Street, Canton, Massachusetts 02021.
Only stockholders of record on the books of the Company at the close of
business on June 8, 2000 are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
THOMAS R. HOWLEY,
Assistant Secretary
Dated: June 20, 2000
<PAGE>
PANERA BREAD COMPANY
EXECUTIVE OFFICES:
7930 BIG BEND BOULEVARD
WEBSTER GROVES, MO 63119
PROXY STATEMENT
VOTING PROCEDURES
This proxy statement and the accompanying proxy card are first being mailed
to stockholders commencing on or about June 20, 2000. The accompanying proxy is
solicited by the Board of Directors of Panera Bread Company (the "Company"), for
use at the Annual Meeting of Stockholders to be held on July 25, 2000 and any
adjournment or adjournments thereof. The cost of soliciting proxies will be
borne by the Company. Directors, officers and employees of the Company may
assist in the solicitation of proxies by mail, telephone, telegraph and personal
interview without additional compensation.
When a proxy is returned properly signed, the shares represented thereby
will be voted by the persons named as proxies in accordance with the
stockholder's directions. You are urged to specify your choices on the enclosed
proxy card. If a proxy is signed and returned without specifying choices, the
shares will be voted "FOR" proposals 1 and 2 and in the discretion of the
persons named as proxies in the manner they believe to be in the best interests
of the Company as to other matters that may properly come before the meeting. A
stockholder giving a proxy may revoke it at any time before it is voted at the
meeting by written notice to the Company, by oral notice to the Secretary at the
meeting or by submitting a later dated proxy.
The Board of Directors has fixed June 8, 2000 as the record date for the
meeting. Only stockholders of record on the record date are entitled to notice
of and to vote at the meeting. On the record date, there were 10,751,234 shares
of Class A Common Stock (each of which is entitled to one vote), and 1,530,524
shares of Class B Common Stock (each of which is entitled to three votes) of the
Company issued and outstanding. The Class A and Class B Common Stock are
referred to in this proxy statement as the "Common Stock." The holders of Common
Stock do not have cumulative voting rights.
For all proposals on the agenda for the meeting, the holders of a majority
in interest of the combined voting power of the Class A and Class B Common Stock
issued and outstanding and entitled to vote and present in person or represented
by proxy, will constitute a quorum. Shares represented by all proxies received,
including proxies that withhold authority for the election of directors and/or
abstain from voting on a proposal, as well as "broker non-votes," discussed
below, count toward establishing the presence of a quorum.
Assuming the presence of a quorum, Directors of the Company are elected by
plurality vote of the combined voting power of the shares of Class A and
Class B Common Stock present in person or represented by proxy and voting in the
election of Directors. Shares may be voted for or withheld from each nominee for
election as a Director. Shares for which the vote is withheld and "broker
non-votes" will be excluded entirely and will have no effect on the election of
Directors of the Company.
Assuming the presence of a quorum, the ratification of the appointment of
PricewaterhouseCoopers LLP must be approved by affirmative vote of a majority of
the combined voting power of the shares of Class A and Class B Common Stock
present in person or represented by proxy and voting on each matter. Shares
represented by proxies which are marked "abstain" for this proposal on the proxy
card and proxies which are marked to deny discretionary authority on other
matters will not be included in the vote totals for the respective proposals
and, therefore, will have no effect on the vote.
Under applicable rules, brokers who hold shares of the Company's Common
Stock in street name have the authority to vote the shares in the broker's
discretion on "routine" matters if they have not received specific instructions
from the beneficial owner of the shares. Item 1, the uncontested election of a
<PAGE>
director, and Item 2, the ratification of independent accountants are "routine"
matters for this purpose. With respect to matters which are determined by the
appropriate broker-dealer regulatory organization to be "non-routine," none of
which appear on the agenda for this meeting of the Company's stockholders,
brokers may not vote shares held in street name without specific instructions
from the beneficial owner. If a broker holding shares in street name submits a
proxy card on which the broker physically lines out the matter (whether it is
"routine" or "non-routine") or does not indicate a specific choice ("for,"
"against" or "abstain") on a matter that is "non-routine," that action is called
a "broker non-vote" as to that matter. Broker "non-votes" with respect to
"routine" matters such as Items 1 and 2 on the agenda for this meeting, or
"non-routine" matters, are not counted in determining the number of votes cast
with respect to the matter. If a broker submits a proxy but does not indicate a
specific choice on a "routine" matter, the shares will be voted as specified in
the proxy card. At this meeting of the Company's stockholders, shares
represented by such proxy card would be voted for the election of the director
nominee and for the ratification of the independent accountants.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
According to the Company's Certificate of Incorporation, the Board of
Directors is divided as nearly as possible into three classes, each having an
equal number of directors, with the terms of each class staggered so that the
term of one class expires at each annual meeting of the stockholders.
Nominee Domenic Colasacco is a current Director whose term expires at the
2000 Annual Meeting. Nominee Robert T. Giaimo is not currently a Director of the
Company. Unless otherwise instructed in the proxy, all proxies will be voted for
the election of the nominees to a three-year term expiring at the 2003 Annual
Meeting, such nominees to hold office until their successors have been duly
elected and qualified. Stockholders who do not wish their shares to be voted for
a particular nominee may so indicate by striking out the name(s) of the
nominee(s) on the proxy card. Management does not contemplate that a nominee
will be unable to serve, but in that event, proxies solicited hereby will be
voted for the election of another person to be designated by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES.
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INFORMATION REGARDING NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following tables and biographical descriptions set forth information
regarding the principal occupation, other affiliations, committee memberships
and age, for the nominees for election as Directors, each director continuing in
office and the executive officers of the Company who are not Directors, based on
information furnished to the Company by each nominee, director and officer. The
following information is as of May 15, 2000 unless otherwise noted.
<TABLE>
<CAPTION>
TERM AS A
NAME AGE POSITION WITH COMPANY DIRECTOR ENDS
---- --- --------------------------------- -------------
<S> <C> <C> <C>
NOMINEES FOR ELECTION:
Domenic Colasacco (3)............ 51 Director 2003*
Robert T. Giaimo................. 48 -- 2003*
DIRECTORS CONTINUING IN OFFICE:
Ronald M. Shaich (2)............. 45 Chairman, Director, Chief 2002
Executive Officer
George E. Kane(1)(2)(3).......... 95 Director 2001
Henry J. Nasella(1)(2)(3)........ 53 Director 2001
</TABLE>
------------------------
* Assuming election at this Annual Meeting.
(1) Member of the Compensation and Stock Option Committee.
(2) Member of the Committee on Nominations.
(3) Member of the Audit Committee.
NOMINEES FOR ELECTION AS DIRECTORS
DOMENIC COLASACCO, Director since March 2000. Mr. Colasacco has been
President and Chief Executive Officer of United States Trust Company since 1992.
He joined USTC in 1974 after beginning his career in the research division of
Merrill Lynch & Co., in New York City. Mr. Colasacco is also a director of
Hometown Auto Retailers, Inc., a publicly traded chain of automobile
dealerships.
ROBERT T. GIAIMO has been the Chairman of the Board, President, Chief
Executive Officer and Treasurer of Silver Diner, Inc., a publicly traded chain
of restaurants, since March 1996. Mr. Giaimo has been the Co-Founder, Director,
President, Chief Executive Officer and Treasurer of Silver Diner
Development, Inc. since its inception in 1987. From 1971 to January 1987,
Mr. Giaimo was President, Chief Executive Officer and Director of Monolith
Enterprises, Inc. ("Monolith"). From 1972 through 1976, Mr. Giaimo co-founded
and operated, through Monolith, Blimpies Restaurant in Georgetown. In 1977,
Mr. Giaimo co-founded and operated, through Monolith, The American Cafe
restaurant, an award-winning restaurant chain.
DIRECTORS CONTINUING IN OFFICE
RONALD M. SHAICH, Director since 1981, co-founder of the Company, Chairman
of the Board since May 1999, Co-Chairman of the Board from January 1988 to
May 1999, Chief Executive Officer since May 1994 and Co-Chief Executive Officer
from January 1988 to May 1994. Mr. Shaich is Chairman of the Board of Trustees
of Clark University.
GEORGE E. KANE, Director since November 1988. Mr. Kane was a Director of the
Company from March 1981 to December 1985 and a Director Emeritus from
December 1985 to November 1988. Mr. Kane retired in 1970 as President of Garden
City Trust Company (now University Trust Company).
HENRY J. NASELLA, Director since June 1995. Since May 1999, Mr. Nasella has
been the Chairman and Chief Executive Officer of OnLine Retail Partners, an
e-commerce company. Prior to that he was the President, Chief Executive Officer
and Chairman of Star Markets Company, Inc. from September 1994.
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From January 1994 to September 1994, he was a principal of Phillips-Smith
Specialty Venture Capital. From 1988 to July 1993, Mr. Nasella served as the
President and Chief Operating Officer of Staples, Inc. Mr. Nasella served as
President and Chief Executive Officer of Staples USA (Domestic) from 1992 to
July 1993. Mr. Nasella currently is a member of the Board of Visitors of
Northeastern University School of Business and a member of the Board of Trustees
of Northeastern University Corporation. Mr. Nasella is also a director of Zany
Brainy, Inc., a publicly traded specialty retailer of children's toys and
educational products.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
---- -------- ---------------------
<S> <C> <C>
Richard C. Postle.................... 51 President, Chief Operating Officer
William W. Moreton................... 40 Senior Vice President, Chief Financial Officer
Thomas R. Howley..................... 50 Vice President of Construction and General Counsel
Anthony M. Coleman................... 57 Vice President, Design
Scott Davis.......................... 37 Vice President, Customer Experience
Paul J. Evans........................ 46 Vice President, Franchise Development
Denis G. Fredrick.................... 56 Vice President, Information Technology
Richard A. Happel.................... 48 Vice President and Controller
Larry G. House....................... 53 Vice President, Real Estate
Michael J. Kupstas................... 43 Vice President, Franchising and Brand Communications
John M. Maguire...................... 34 Vice President, Commissary Operations
Thom Pannullo........................ 47 Vice President, Company Operations
Lawrence A. Rusinko.................. 39 Vice President, Marketing
</TABLE>
RICHARD C. POSTLE, Chief Operating Officer and President since May 1999.
President of the Saint Louis Bread Co./Panera Bread business unit from
August 1995 to May 1999. From August 1994 through August 1995, Mr. Postle was
President and Chief Operating Officer of Checkers Drive-In Restaurants, Inc.
From January 1992 through August 1994, Mr. Postle was Senior Vice President,
Operations of KFC-USA. From 1988 through December 1991, Mr. Postle was Chief
Operating Executive of Brice Foods, Inc.
WILLIAM W. MORETON, Senior Vice President, Chief Financial Officer, and
Treasurer since May 1999. Senior Vice President and Chief Financial Officer of
the Saint Louis Bread Co./Panera Bread business unit since October 1998. Prior
to that time and since April 1997, Mr. Moreton served as Executive Vice
President and Chief Financial Officer of Quality Dining, Inc. Prior to that time
and since October 1992, Mr. Moreton served as Executive Vice President and Chief
Financial Officer of Houlihan's Restaurants, Inc.
THOMAS R. HOWLEY, Vice President, General Counsel and Assistant Secretary of
the Company since November 1992. Mr. Howley has also served as Vice President,
Construction since March 1999. He has been Assistant Secretary of Panera, Inc.
since March 1999. Prior to November 1992, Mr. Howley was an attorney with the
law firm of Rackemann, Sawyer & Brewster.
ANTHONY M. COLEMAN, Vice President, Design for Panera, Inc. since
April 1995. Director of Design for Panera, Inc. between November 1994 and
April 1995.
SCOTT DAVIS, Vice President, Customer Experience for Panera, Inc. since
May 1996. Director of Concept Services and Customer Experience between
June 1994 and May 1996.
PAUL J. EVANS, Vice President, Franchise Development of Panera, Inc. since
June 1999. Between October 1994 and June 1999, Mr. Evans was Director of
International Franchise Development for Metromedia Restaurant Group, with
responsibilities for Bennigan's, Steak & Ale, Ponderosa and Bonanza franchising.
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DENIS G. FREDRICK, Vice President, Information Technology of Panera, Inc.
since June 1999. Between 1988 and June 1999, Mr. Fredrick was Vice President of
Information Systems for Value City Department Stores, Inc.
RICHARD A. HAPPEL, Vice President and Controller for Panera, Inc. since
January 2000. Between January 1996 and October 1999, Mr. Happel was Vice
President and Chief Financial Officer of Seco Products Corporation. Prior to
joining Seco Products, Mr. Happel held a number of senior management positions
with retail and financial services companies including, Nationsmart Corporation,
Western Union Financial Services and Goldome Bank.
LARRY G. HOUSE, Vice President, Real Estate for Panera, Inc. since
January 1998. Between July 1993 and January 1998, Mr. House was Vice President
of Leasing for Eddie Bauer, Inc.
MICHAEL J. KUPSTAS, Vice President, Franchising and Brand Communications
since June 1999 for Panera, Inc. Between January 1996 and June 1999,
Mr. Kupstas was Vice President of Operations for Panera, Inc. Between
April 1991 and January 1996, Mr. Kupstas was Senior Vice President/Division Vice
President for Long John Silver's, Inc.
JOHN M. MAGUIRE, Vice President, Commissary Operations for Panera, Inc.
since October 1998. Since October 1994, Mr. Maguire was successively Manager,
Director and Vice President of Commissary Operations for the Au Bon Pain and
Panera Bread/Saint Louis Bread divisions of the Company.
THOM PANNULLO, Vice President, Company Operations for Panera, Inc. since
March 2000. Mr. Pannullo has been in the restaurant business for over 25 years.
Between March 1998 and March 2000, Mr. Pannullo was Division President at Golden
Corral. From November 1996 to March 1998, Mr. Pannullo was Chief Operating
Officer with Boston Market in the New York area. Prior to that, Mr. Pannullo
spent 19 years with Red Lobster holding various positions in Operations, Human
Resources, and Purchasing, and finally serving as Senior Vice President of
Operations.
LAWRENCE A. RUSINKO, Vice President, Marketing for Panera, Inc. since
February 1997. Between May 1995 and January 1997, Mr. Rusinko was the Director
of Marketing for Panera, Inc. Between January 1994 and April 1995, Mr. Rusinko
was Manager of Creative Services for Taco Bell Corp.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company's Board of Directors held eight meetings, including two actions
by written consent, during fiscal year 1999. The Board of Directors has
established an Audit Committee, a Compensation and Stock Option Committee and a
Committee on Nominations.
The Audit Committee, which held three meetings in fiscal year 1999, meets
with the Company's auditors and principal financial personnel to review the
results of the annual audit. The Audit Committee also reviews the scope of, and
establishes fees for, audit and non-audit services performed by the independent
accountants, reviews the independence of the independent accountants and the
adequacy and effectiveness of the Company's internal accounting controls. The
Audit Committee consists of three members, currently Messrs. George E. Kane,
Henry J. Nasella, and Domenic Colasacco, and is reconstituted annually.
The Compensation and Stock Option Committee (the "Compensation Committee"),
which held three meetings in fiscal year 1999, establishes the compensation,
including stock options and other incentive arrangements, of the Company's
Chairman and Chief Executive Officer. It also administers the Company's 1992
Equity Incentive Plan and 1992 Employee Stock Purchase Plan. The Compensation
Committee consists of two members, currently Messrs. George E. Kane and Henry J.
Nasella, and is reconstituted annually.
The Committee on Nominations was established in November 1995 and held one
meeting in fiscal year 1999. The Committee on Nominations selects nominees for
election as Directors and will consider written recommendations from any
stockholder of record with respect to nominees for Directors of the Company. A
stockholder's recommendation shall be made by written notice which must be
delivered to, or
5
<PAGE>
mailed to and received by, the Company, in a timely manner, at its principal
executive office and must set forth all of the information required to be
include therein by the Company's By-laws. The Committee on Nominations consists
of three members, currently Messrs. Ronald M. Shaich, George E. Kane and Henry
J. Nasella, and is reconstituted annually.
All Directors attended at least 75% of the meetings of the Board and of the
committees of which they were members in fiscal year 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee has interlocking or other
relationships with other boards or with the Company.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive a quarterly fee
ranging from $3,000 to $3,500 for serving on the Board, plus reimbursement of
out-of-pocket expenses for attendance at each Board or committee meeting.
Under a formula-based stock option plan for independent directors (the
"Directors' Plan"), as amended by the stockholders at the 1995 Annual Meeting of
Stockholders, each current Director who is not an employee or principal
stockholder of the Company (an "Independent Director") and who is first elected
after the effective date of the Directors' Plan receives, upon his or her
election to the Board, a one-time grant of an option to purchase 5,000 shares of
Class A Common Stock. Each Independent Director who serves as such at the end of
each of the Company's fiscal years receives at the end of such fiscal year an
option to purchase an additional 5,000 shares of Class A Common Stock. All such
options have an exercise price per share equal to the closing price of a share
of Class A Common Stock as of the close of the market the trading day
immediately preceding the grant date, are fully vested when granted, and are
exercisable for a period of 10 years.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
This report is made by the Compensation and Stock Option Committee (the
"Compensation Committee") of the Board of Directors, the committee which is
responsible for establishing the compensation, including base salary and
incentive compensation, for the Company's Chairman of the Board and Chief
Executive Officer, Ronald M. Shaich.
PHILOSOPHY
The Compensation Committee seeks to set the compensation of the Company's
Chief Executive Officer and Chairman at a level which is competitive with
companies of similar size in the Company's industry. Mr. Shaich has the overall
responsibility of Chairman of the Board of Directors and Chief Executive
Officer. The Compensation Committee examined compensation structures for the
chief executive officer of companies in the restaurant industry using generally
available source material from business periodicals and other sources, and
sought to structure the Chairman and Chief Executive Officer's compensation at a
competitive level appropriate to the comparable companies' group. The companies
that were examined for purposes of evaluating and setting compensation of the
Chairman and Chief Executive Officer are not necessarily included in the
"Standard & Poor's 400--MidCap Restaurant Index" used in the Stock Performance
Graph set forth under "Stock Performance" below.
COMPENSATION STRUCTURE
The compensation of the Chairman and Chief Executive Officer is structured
to be competitive within the Company's industry and is based upon the general
performance of the Company, and is reviewed annually by the Committee.
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COMPONENTS OF COMPENSATION
SALARY. The salary shown in the Summary Compensation Table represents the
fixed portion of compensation for the Chairman and Chief Executive Officer for
the year. Changes in salary depend upon overall Company performance as well as
levels of base salary paid by companies of similar size in the Company's
industry.
BONUS. The cash bonus is the principal incentive-based compensation paid
annually to the Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer receives a bonus in a predetermined amount if the Company
achieves its financial and strategic objectives for the fiscal year. A higher
bonus is paid if the Company exceeds these objectives by a predetermined
percentage. In determining the bonus amount, the Compensation Committee seeks to
create an overall compensation package for the Chairman and Chief Executive
Officer which is at the mid-point for comparable companies in the restaurant
industry. For 1999, Mr. Shaich asked the Board not to award a bonus to him for
the current fiscal year as he believed the Company was in a transitional period.
The Chairman and Chief Executive Officer may elect to take the bonus in the
form of 10-year, fully vested stock options for that number of shares of the
Company's Class A Common Stock that could be purchased with an amount equal to
two times the cash value of his bonus. The exercise price of the option would be
equal to the fair market value of the Company's Class A Common Stock on the date
of grant.
STOCK OPTIONS. Mr. Shaich does not participate in either the
Performance-Based Option Program under the Company's 1992 Equity Incentive Plan
or the 1992 Employee Stock Purchase Plan. In order to provide what the
Compensation Committee believes to be appropriate and continuing long-term
incentives to its Chairman and Chief Executive Officer, and in order to align
more fully the interests of the stockholders and the Chairman and Chief
Executive Officer, the Compensation Committee on June 12, 1997 granted to
Mr. Shaich a 10-year option, vesting in equal monthly installments over a
five-year period (subject to continued employment) or immediately in the event
of the sale of the Company, to purchase 400,000 shares of the Company's Class A
Common Stock at an exercise price per share equal to $7.50, which was the
closing price of a share of the Class A Common Stock immediately preceding the
date of grant. On November 17, 1998, the Board of Directors approved the
recommendation of the Compensation Committee to accelerate the vesting of
Mr. Shaich's options to May 16, 1999, which was the date on which the sale of
the Company's Au Bon Pain Division was completed. As these options have exercise
prices equal to the market value of the Company's Class A Common Stock on the
date immediately preceding the grant date, they provide incentive for the
creation of stockholder value over the long term since their full benefit cannot
be realized unless there occurs over time an appreciation in the price of the
Company's Class A Common Stock. The Compensation Committee considers the number
of shares to be an appropriate incentive for the Chairman and Chief Executive
Officer to continue to focus on building stockholder value. The Compensation
Committee has not determined whether any ongoing program of long-term incentive
compensation should or will be adopted with respect to its Chairman and Chief
Executive Officer.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Compensation Committee has reviewed the potential consequences for the
Company of Section 162(m) of the Code, which imposes a limit on tax deductions
for annual compensation in excess of one million dollars paid to any of the five
most highly compensated executive officers. Based on such review, the
Compensation Committee believes that the limitation will have no effect on the
Company in 2000.
Respectfully submitted,
HENRY J. NASELLA, GEORGE E. KANE
COMPENSATION COMMITTEE
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EXECUTIVE OFFICER COMPENSATION
The Company's Chief Executive Officer is responsible for establishing the
compensation, including salary, bonus and incentive compensation, for all of the
Company's executive officers other than the Chief Executive Officer and Chairman
of the Board.
PHILOSOPHY
In compensating the Company's executive officers, the Chief Executive
Officer seeks to structure a salary, bonus and incentive compensation package
that will help attract and retain talented individuals and align the interests
of the executive officers with the interests of the Company's stockholders.
COMPONENTS OF COMPENSATION
There are two components to the compensation of the Company's executive
officers: annual cash compensation (consisting of salary and bonus incentives)
and long-term incentive compensation.
CASH COMPENSATION. The Company participates annually in an
industry-specific survey of executive officers, which serves as the basis for
determining total target cash compensation packages, which are crafted
individually for each executive officer. The individual's compensation consists
of a base salary and contingent compensation based on actual performance against
agreed to expectations of performance. The individual compensation packages are
structured so that, if the executive officer attains the expected level of
achievement of each performance goal, the cash compensation of the executive
officer will be approximately at the 75th percentile of the compensation of
individuals occupying similar positions in the industry, using generally
available surveys of executive compensation within the retail industry for
companies with comparable revenues.
At the beginning of each fiscal year, the Chief Executive Officer and each
executive officer establish a series of individual performance goals which are
specific to the executive's responsibilities. These goals seek to measure
performance of each executive officer's job responsibilities: for executive
officers whose responsibilities are operational in nature, attainment of
operating group goals and objectives is stressed, and for corporate staff
officers, overall Company performance measured by earnings per share growth is
utilized. Currently, the maximum potential cash bonus for the Company's
executive officers, as a percentage of base salary, ranges from 20% to 60%.
Thus, the Company's cash compensation practices seek to motivate executives
by requiring excellent performance measured against both internal goals and
competitive performance.
LONG-TERM INCENTIVE COMPENSATION. The second element of executive
compensation is long-term incentive compensation, which currently takes the form
of stock options granted under the Company's 1992 Equity Incentive Plan.
Currently, stock options are granted under the Performance-Based Option program,
which consists of a series of guidelines which provide for the periodic granting
of specific amounts of stock options, denominated in dollars rather than in
numbers of shares, depending upon the executive's position within the Company.
Existing holdings of stock or stock options are not a factor in determining the
dollar value of an individual executive officer's award.
As often as seems appropriate, but at least annually, the Chief Executive
Officer reviews the Company's executive compensation program to judge its
consistency with the Company's compensation philosophy, whether it supports the
Company's strategic and financial objectives, and whether it is competitive
within the Company's industry.
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EMPLOYMENT ARRANGEMENTS
The Company and Richard C. Postle are parties to an Executive Employment
Agreement dated September 1, 1995, which provides Mr. Postle with a base annual
salary of $300,000 for a two-year period. The Agreement automatically renews for
additional one-year periods unless either party gives notice of his or its
intent not to renew the Agreement at least 26 weeks prior to its expiration. In
the event that the Company gives notice of its intent not to renew the
Agreement, Mr. Postle will be entitled to his base salary, car allowance (if
any) and other benefits for 26 weeks, such payments to be reduced dollar for
dollar by any compensation and benefits received by Mr. Postle from other
sources. In the event the Company chooses to terminate Mr. Postle's employment
without cause, it may do so by giving Mr. Postle 30 days' written notice. In the
event of a termination without cause, Mr. Postle would be entitled to one year's
severance.
The Company and William W. Moreton are parties to an Executive Employment
Letter Agreement dated September 29, 1998, which provides Mr. Moreton with a
base salary of $275,000, a bonus of $25,000 based on continued employment that
was paid in March 2000, 150,000 stock options vesting over five years and a
relocation assistance package. The Letter Agreement also provides that under the
terms of a separate severance agreement, in the event of an involuntary
termination of Mr. Moreton's employment without cause, Mr. Moreton will be
entitled to continue to receive his base salary, car allowance and medical
and/or dental benefits for a period of up to twelve months, such payments to be
reduced by any compensation received by Mr. Moreton in connection with any
future employment during such twelve month period.
The Company and Michael J. Kupstas are parties to an Executive Employment
Letter Agreement dated December 22, 1995, which provides Mr. Kupstas with a base
salary of $150,000, a right to participate in the Company's Incentive
Compensation Program with a guaranteed minimum bonus under the plan of 20% of
his fiscal 1996 annual salary, subject to continued employment, 11,500 stock
options subject to the discretion of the Company's Board of Directors,
reimbursement of one year of COBRA expenses and a relocation assistance package.
The Letter Agreement also provides that under the terms of a separate severance
agreement, in the event of an involuntary termination of Mr. Kupstas' employment
without cause, Mr. Kupstas will be entitled to continue to receive his base
salary, car allowance and medical and/or dental benefits for a period of up to
twelve months, such payments to be reduced by any compensation received by
Mr. Kupstas in connection with any future employment during such twelve month
period.
The Company and Thomas R. Howley are parties to an Executive Employment
Agreement dated December 13, 1996 and an Amendment thereto dated November 17,
1999. The Agreement, as amended, provides Mr. Howley with a base salary of
$150,000, the right to participate in the Company's performance compensation
program and a $5,000 per year car allowance. Under the Agreement, as amended,
all of Mr. Howley's nonqualified stock options held on May 15, 1999, the
effective date of the sale of the Company's Au Bon Pain Division, vested and
became immediately exercisable. The Company further agreed to make its best
efforts to replace in the future any options held by Mr. Howley, upon their
expiration, with new options at the same exercise price. The Agreement, as
amended, further provides that in the event of an involuntary termination of
Mr. Howley's employment without cause, Mr. Howley will be entitled to continue
to receive his base salary, car allowance and medical and/or dental benefits for
a period of up to one year, such payments to be reduced by any compensation
received by Mr. Howley in connection with any future employment during such one
year period.
9
<PAGE>
']
COMPENSATION TABLES
The following tables set forth information concerning the compensation paid
or accrued by the Company during the fiscal years ended December 27, 1997,
December 26, 1998, and December 25, 1999, to or for the Company's Chief
Executive Officer and its four other most highly compensated executive officers
whose salary and bonus combined exceeded $100,000 for fiscal year 1999
(hereinafter referred to as the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- ------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL OPTIONS/SARS
POSITION YEAR SALARY ($) BONUS ($) (#)
------------------ ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
Ronald M. Shaich...................................... 1999 325,000 -- --
Chairman and Chief 1998 250,000 -- --
Executive Officer 1997 250,000 -- 400,000
Richard C. Postle..................................... 1999 310,500 -- 108,178
President and Chief 1998 310,096 75,000 100,000
Operating Officer 1997 300,000 75,000 10,000
William W. Moreton (a)................................ 1999 274,993 -- --
Senior Vice President 1998 52,885 -- 150,000
and Chief Financial Officer
Michael J. Kupstas.................................... 1999 160,231 -- --
Vice President, 1998 160,281 38,975 45,000
Franchising and Brand 1997 154,813 78,785 8,000
Communication
Thomas R. Howley...................................... 1999 145,770 48,452 --
Vice President, Construction 1998 117,261 22,659 12,000
and General Counsel 1997 113,295 16,380 5,000
</TABLE>
------------------------
(a) Mr. Moreton commenced his employment with the Company in November 1998.
10
<PAGE>
AGGREGATED OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- ANNUAL
NUMBER OF PERCENT OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM ($)*
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED (#) FISCAL YEAR (%) ($/SHARE) DATE 5% 10%
---- ------------ ---------------- ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ronald M. Shaich............... -- -- -- -- -- --
Richard C. Postle (1).......... 108,178 47 6.63 06/03/09 451,056 1,143,064
William W. Moreton............. -- -- -- -- -- --
Michael J. Kupstas............. -- -- -- -- -- --
Thomas Howley.................. -- -- -- -- -- --
</TABLE>
------------------------
* The dollar amounts in this table are the result of calculations at stock
appreciation rates specified by the Securities and Exchange Commission and
are not intended to forecast actual future appreciation rates of the
Company's stock price.
(1) Options were awarded under the 1992 Equity Incentive Plan. The options are
exercisable in four annual installments of 25% per year beginning June 3,
2001.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE MONEY OPTIONS/SARS
ON VALUE OPTIONS/SARS AT FY-END (#) AT FISCAL YEAR END ($)(1)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------ ------------ -------------------------- -------------------------
<S> <C> <C> <C> <C>
Ronald M. Shaich........ -- -- 677,330/0 293,337/0
Richard C. Postle....... -- -- 53,867/246,133 45,407/304,283
William W. Moreton...... -- -- 0/150,000 0/214,950
Michael J. Kupstas...... -- -- 7,750/56,750 4,553/70,290
Thomas R. Howley........ -- -- 18,320/13,975 8,756/1,745
</TABLE>
------------------------
(1) Based upon a fair market value of $7.81 per share of Class A Common Stock,
which was the closing price of a share of Class A Common Stock on the Nasdaq
National Market on December 25, 1999.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and beneficial owners of more than 10% of the Company's
Common Stock to file reports of ownership and changes of ownership with the
Securities and Exchange Commission (the "Commission") on Forms 3, 4 and 5. The
Company believes that during the fiscal year ended December 25, 1999 its
directors, executive officers and beneficial owners of more than 10% of the
Company's Common Stock complied with all applicable filing requirements. In
making these disclosures, the Company has relied solely on information filed
with the Commission.
11
<PAGE>
TOTAL RETURN TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON DECEMBER 31, 1994)
The following graph and chart compare the cumulative annual stockholder
return on the Company's Class A Common Stock over the period commencing
December 31, 1994, and continuing through December 31, 1999, to that of the
total return index for The Nasdaq Stock Market (U.S. Companies) and the
Standard & Poor's 400--MidCap Restaurant Index, assuming the investment of $100
on December 31, 1994. In calculating total annual stockholder return,
reinvestment of dividends is assumed. The stock performance graph and chart
below are not necessarily indicative of future price performance.
<TABLE>
<CAPTION>
TOTAL RETURN ANALYSIS 12/31/94 12/29/95 12/30/96 12/31/97 12/31/98 12/31/99
--------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Panera Bread Company......................... $100.00 $ 51.56 $ 40.63 $ 47.27 $ 42.19 $ 48.44
S&P MidCap Restaurants....................... $100.00 $ 98.22 $ 58.06 $ 66.14 $ 80.64 $ 63.40
Nasdaq Composite............................. $100.00 $139.92 $171.69 $208.83 $291.60 $541.16
</TABLE>
12
<PAGE>
OWNERSHIP OF PANERA BREAD COMPANY COMMON STOCK
The following table sets forth certain information as of May 31, 2000, with
respect to the Company's Class A and Class B Common Stock owned by (1) each
director of the Company, (2) the named executive officers in the Summary
Compensation Table, (3) all directors and executive officers of the Company as a
group, and (4) each person who is known by the Company to beneficially own more
than five percent of the Company's capital stock. Unless otherwise indicated in
the footnotes to the table, all stock is owned of record and beneficially by the
persons listed in the table.
<TABLE>
<CAPTION>
CLASS A COMMON CLASS B COMMON
NAME AND, WITH RESPECT TO OWNER ----------------------- ----------------------- COMBINED VOTING
OF MORE THAN 5%, ADDRESS NUMBER PERCENT(1) NUMBER PERCENT(2) PERCENTAGE (3)
------------------------------------- --------- ---------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Ronald M. Shaich..................... 740,865(4) 6.5% 1,292,312 84.4% 28.8%
Chairman, Director and Chief
Executive Officer
c/o Panera Bread Company
7930 Big Bend Boulevard
St. Louis, MO 63119
George E. Kane....................... 28,542(5) * 20,000 1.3% *
Director
Domenic Colasacco.................... 5,000(6) * -- -- *
Director
Henry J. Nasella..................... 25,080(7) * -- -- *
Director
Richard C. Postle.................... 94,662(8) * -- -- *
William W. Moreton................... -- -- -- -- --
Michael J. Kupstas................... 15,999(9) * -- -- *
Thomas R. Howley..................... 24,773(10) * -- -- *
All Directors and executive officers
as a group (8 persons)............. 934,921(11) 8.1% 1,312,312 85.7% 30.1%
Louis I. Kane........................ 678,580(12) 5.9% 35,800 2.3% 4.9%
19 Fid Kennedy Avenue
Boston, MA 02210
Brown Capital Management, Inc........ 1,957,750(13) 18.2% -- -- 12.8%
1201 N. Calvert Street
Baltimore, MD 21201
Merrill Lynch & Co., Inc............. 1,131,100(14) 10.5% -- -- 7.4%
Merrill Lynch Asset Management
Group
Merrill Lynch Special Value Fund,
Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Dimensional Fund Advisors Inc........ 804,000(15) 7.5% -- -- 5.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Cobalt Capital Management, Inc....... 623,300(16) 5.4% -- -- 4.1%
237 Park Avenue, Suite 801
New York, NY 10012
</TABLE>
------------------------
* Less than one percent.
(1) Percentage ownership of Class A Common Stock is based on 10,751,234 shares
issued and outstanding plus shares of Class A Common Stock subject to
options exercisable within 60 days of May 31, 2000 held by the stockholder
or group.
(2) Percentage ownership of Class B Common Stock is based on 1,530,524 shares
issued and outstanding.
(3) This column represents voting power rather than percentage of equity
interest as each share of Class A Common Stock is entitled to one vote while
each share of Class B Common Stock is entitled to three votes.
(4) Includes options exercisable within 60 days of May 31, 2000 for 677,330
shares of Class A Common Stock.
(5) Consists of options for 28,542 shares of Class A Common Stock exercisable
within 60 days of May 31, 2000, issued pursuant to the Directors' Plan for
independent directors.
(6) Consists of options for 5,000 shares of Class A Common Stock exercisable
within 60 days of May 31, 2000, issued pursuant to the Directors' Plan for
independent directors.
(7) Includes options for 24,080 shares of Class A Common Stock exercisable
within 60 days of May 31, 2000, issued pursuant to the Directors' Plan for
independent directors.
(8) Includes options for 55,117 shares of Class A Common Stock exercisable
within 60 days of May 31, 2000.
(9) Includes options for 12,625 shares of Class A Common Stock exercisable
within 60 days of May 31, 2000.
(10) Includes options for 21,690 shares of Class A Common Stock exercisable
within 60 days of May 31, 2000.
(11) Includes options for 824,384 shares of Class A Common Stock exercisable
within 60 days of May 31, 2000.
(12) Includes (a) 1,200 shares owned by Mr. Kane's spouse and as to which
Mr. Kane disclaims beneficial ownership and (b) options for 677,330 shares
of Class A Common Stock exercisable within 60 days of May 31, 2000.
(13) All of the shares of Class A Common Stock are owned by various investment
advisory clients of Brown Capital Management, Inc. ("Brown"), which is
deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934, due to Brown's discretionary power to
make investment decisions over such shares for its clients and Brown's
ability to vote such shares. In all cases, persons other than Investment
Counselors of Maryland, Inc. have the right to receive, or the power to
direct the receipt of, dividends from, or the proceeds from the sale of the
shares. No individual client holds more than five percent of the class.
Information regarding beneficial ownership of Brown's shares has been
obtained solely from the Schedule 13G, Amendment No. 1 filed with the
Commission on February 10, 2000.
14
<PAGE>
(14) Merrill Lynch & Co., Inc. ("ML & Co.") is a parent holding company. The
Merrill Lynch Asset Management Group ("AMG") is an operating division of
ML & Co. consisting of ML & Co.'s indirectly-owned asset management
subsidiaries. The following asset management subsidiaries hold certain
shares of the Class A Common Stock of the Company: Merrill Lynch Asset
Management, L.P. and Fund Asset Management, L.P. AMG is comprised of the
following entities: Merrill Lynch Asset Management, L.P. doing business as
Merrill Lynch Asset Management ("MLAM"), QA Advisers, LLC ("QA"), Merrill
Lynch Quantitative Advisers, Inc. Hotchkis and Wiley divisions thereof; Fund
Asset Management, L.P., doing business as Fund Asset Management ("FAM");
Merrill Lynch Asset Management U.K. Limited ("MLAM UK"); Merrill Lynch
(Suisse) Investment Management Limited ("MLS"); Mercury Asset Management
International Limited ("MAMI"); Mercury Asset Management Ltd; Mercury Asset
Management, Ltd.; Mercury Asia Limited; Merrill Lynch Mercury
Kapitalanlagegesellschaft MBH; Munich London Investment Management, Ltd.;
Merrill Lynch Asset Management (Hong Kong) Limited; Merrill Lynch Mercury
Asset Management Japan Limited; Atlas Asset Management, Inc.; Merrill Lynch
Investment Management Canada, Inc.; DSP Merrill Lynch Asset Management
(India) Limited; PT Merrill Lynch Indonesia; Merrill Lynch Phatra Securities
Co., Ltd.; Merrill Lynch Global Asset Management, Limited; Mercury Asset
Management Channel Islands, Limited; Mercury Asset Management International
Channel Islands Limited ("MAMCI"); Grosvenor Venture Managers, Limited; and
Mercury Fund Managers, Limited. Each of MLAM, FAM, MLAM UK, MAMCI, QA, MLS,
and MAMI is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, which acts as investment adviser to various
investment companies registered under Section 8 of the Investment Company
Act of 1940. Each other firm constituting part of AMG is an investment
adviser operating under the laws of a jurisdiction other than the United
States. The investment advisers that comprise AMG exercise voting and
investment powers over portfolio securities independently from other direct
and indirect subsidiaries of ML & Co. Information regarding beneficial
ownership of ML & Co.'s shares of Class A Common Stock has been obtained
solely from the joint Schedule 13G, Amendment No. 3 filed with the
Commission on February 7, 2000.
(15) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts (the investment
companies, trusts and accounts, collectively, the "Funds"). In its role as
investment adviser or manager, Dimensional possesses voting and/or
investment power over the securities of the Company that are owned by the
Funds. All of the shares of Class A Common Stock are owned by the Funds.
Dimensional disclaims beneficial ownership of such securities. Information
regarding beneficial ownership of Dimensional's shares has been obtained
solely from the Schedule 13G filed with the Commission on February 3, 2000.
(16) Information regarding beneficial ownership of the shares held by Cobalt
Capital Management, Inc. has been obtained solely from the Schedule 13G,
Amendment No. 1 filed with the Commission on February 15, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no certain relationships or related transactions to report that
exceeded $60,000 during the fiscal year ended December 25, 1999.
15
<PAGE>
RATIFICATION OF CHOICE OF INDEPENDENT ACCOUNTANTS
(ITEM 2 ON PROXY CARD)
The Board of Directors has reappointed the firm of PricewaterhouseCoopers
LLP, independent accountants, to audit the books, records and accounts of the
Company and its subsidiaries for the fiscal year ending December 30, 2000. In
accordance with a resolution of the Board of Directors, this reappointment is
being presented to the stockholders for ratification at the annual meeting.
PricewaterhouseCoopers LLP has no direct or indirect material financial
interest in the Company or its subsidiaries. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the meeting and will be
given the opportunity to make a statement on the firm's behalf if they so
desire. The representatives also will be available to respond to appropriate
questions raised by those in attendance at the meeting.
Proxies solicited by management will be so voted unless stockholders specify
otherwise. Ratification by the stockholders is not required. If the proposal is
not approved by the stockholders, the Board of Directors will not change the
appointment for fiscal 2000, but will consider the stockholder vote in
appointing auditors for fiscal 2001.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE REAPPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 2000
OTHER BUSINESS
In addition to the business described above, there will be remarks by the
Chairman of the Board and Chief Executive Officer and a general discussion
period during which stockholders will have an opportunity to ask questions about
the Company.
As of the date of this proxy statement, the management of the Company knows
of no matter not specifically referred to above as to which any action is
expected to be taken at the annual meeting of stockholders. It is intended,
however, that the persons named as proxies will vote the proxies, insofar as
they are not otherwise instructed, regarding such other matters and the
transaction of such other business as may be properly brought before the
meeting, as seems to them to be in the best interest of the Company and its
stockholders.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Proposals of stockholders of the Company (including director nominations)
intended to be presented at the 2001 Annual Meeting of Stockholders must be
received by the Company not less than 60 days nor more than 150 days prior to
the anniversary date of the immediately preceding annual meeting of stockholders
of the Company (the "Anniversary Date"); provided, however, that in the event
the annual meeting is scheduled to be held on a date more than 30 days before
the Anniversary Date or more than 60 days after the Anniversary Date, the
stockholder's notice may be delivered to, or mailed and received by, the Company
at its principal executive office not later than the close of business on the
later of (i) the 60(th) day prior to the scheduled date of such annual meeting
or (ii) the 10(th) day following the day on which public announcement of the
date of such annual meeting is first made by the Company to be included in the
Company's proxy statement and form of proxy relating to the 2001 Annual Meeting
of Stockholders. Stockholder proposals submitted outside of the process
described in Rule 14a-8 of the Securities Exchange Act of 1934, as amended, will
not be considered at any annual meeting of stockholders. Nominations and
proposals of stockholders may be submitted to the Company for consideration at
the 2001 Annual Meeting of Stockholders if certain conditions set forth in the
Company's By-laws are satisfied, although such nominations and proposals will
not be included in the proxy statement and form of proxy relating to that annual
meeting unless submitted in accordance with the time limits and other
requirements set forth above and in the related rules of the Securities and
Exchange Commission.
16
<PAGE>
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR 1999 MAY BE OBTAINED WITHOUT CHARGE
UPON WRITTEN REQUEST TO INVESTOR RELATIONS COORDINATOR, PANERA BREAD COMPANY,
7930 BIG BEND BOULEVARD, WEBSTER GROVES, MO 63119.
By Order of the Board of Directors,
THOMAS R. HOWLEY,
Assistant Secretary
17
<PAGE>
ABPCM-PS-00
<PAGE>
PANERA BREAD COMPANY
7930 BIG BEND BOULEVARD
WEBSTER GROVES, MO 63119
ANNUAL MEETING OF STOCKHOLDERS - JULY 25, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Ronald M. Shaich
and William W. Moreton as Proxies, with full power of substitution for and on
behalf of the undersigned at the 2000 Annual Meeting of Stockholders of PANERA
BREAD COMPANY to be held at Bank of America, 800 Market Street, Atrium
Conference Room 1, St. Louis, MO 63101, on Tuesday, July 25, 2000, at 9:00 a.m.,
and at any adjournment or adjournments thereof. The undersigned hereby directs
the said Proxies to vote in accordance with their judgment on any matters which
may properly come before the Annual Meeting, all as indicated in the Notice of
Annual Meeting, receipt of which is hereby acknowledged, and to act on the
following matters set forth in such notice as specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees, custodians, and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If the shareholder is a corporation, the
signature should be that of an authorized officer who should indicate his or her
title.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
-------------------------------- ----------------------------------
-------------------------------- ----------------------------------
-------------------------------- ----------------------------------
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------------------------------
PANERA BREAD COMPANY
--------------------------------
CLASS A
CONTROL NUMBER:
RECORD DATE SHARES:
---------------
Please be sure to sign and date this Proxy. Date
-----------------------------------------------------------------
-----------------------------------------------------------------
Stockholder sign here Co-owner sign here
1. Election of Directors. For the With- For All
Nominees hold Except
(01) Domenic Colasacco / / / / / /
(02) Robert T. Giaimo
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the name of the
nominee. Your shares will be voted for the remaining nominee.
For Against Abstain
2. Ratification of the appointment of / / / / / /
PricewaterhouseCoopers LLP as
independent auditors of the Company.
3. In their discretion, the Proxies are authorized to vote upon any other
business that may properly come before the meeting or at any adjournment(s)
thereof.
Mark box at right if an address change or comment has been
noted on the reverse side of this card. / /
DETACH CARD DETACH CARD
PANERA BREAD COMPANY
Dear Stockholder,
Please take note of the important information enclosed with this proxy card.
There are a number of issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, July 25,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Panera Bread Company
<PAGE>
PANERA BREAD COMPANY
7930 BIG BEND BOULEVARD
WEBSTER GROVES, MO 63119
ANNUAL MEETING OF STOCKHOLDERS - JULY 25, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Ronald M. Shaich
and William W. Moreton as Proxies, with full power of substitution for and on
behalf of the undersigned at the 2000 Annual Meeting of Stockholders of PANERA
BREAD COMPANY to be held at Bank of America, 800 Market Street, Atrium
Conference Room 1, St. Louis, MO 63101, on Tuesday, July 25, 2000, at 9:00 a.m.,
and at any adjournment or adjournments thereof. The undersigned hereby directs
the said Proxies to vote in accordance with their judgment on any matters which
may properly come before the Annual Meeting, all as indicated in the Notice of
Annual Meeting, receipt of which is hereby acknowledged, and to act on the
following matters set forth in such notice as specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees, custodians, and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If the shareholder is a corporation, the
signature should be that of an authorized officer who should indicate his or her
title.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
-------------------------------- ----------------------------------
-------------------------------- ----------------------------------
-------------------------------- ----------------------------------
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------------------------------
PANERA BREAD COMPANY
--------------------------------
CLASS B
CONTROL NUMBER:
RECORD DATE SHARES:
---------------
Please be sure to sign and date this Proxy. Date
-----------------------------------------------------------------
-----------------------------------------------------------------
Stockholder sign here Co-owner sign here
1. Election of Directors. For the With- For All
Nominees hold Except
(01) Domenic Colasacco / / / / / /
(02) Robert T. Giaimo
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the name of the
nominee. Your shares will be voted for the remaining nominee.
For Against Abstain
2. Ratification of the appointment of / / / / / /
PricewaterhouseCoopers LLP as
independent auditors of the Company.
3. In their discretion, the Proxies are authorized to vote upon any other
business that may properly come before the meeting or at any adjournment(s)
thereof.
Mark box at right if an address change or comment has been
noted on the reverse side of this card. / /
DETACH CARD DETACH CARD
PANERA BREAD COMPANY
Dear Stockholder,
Please take note of the important information enclosed with this proxy card.
There are a number of issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, July 25,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Panera Bread Company
