Panera Bread 2004 Annual Report Download - page 59

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PART III
Item 10. Directors and Executive Officers of the Registrant
We incorporate the information under the heading “Management” in our Proxy Statement relating to our 2005 Annual Meeting of
Shareholders (the “Proxy Statement”) by reference in this Report. We incorporate the information regarding compliance with Section
16 of the Securities Exchange Act of 1934, as amended, under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance” in our Proxy Statement by reference in this Report.
Item 11. Executive Compensation
The information under the heading “Executive Compensation” in the Proxy Statement (but excluding the “Report of the
Compensation and Stock Option Committee” on executive compensation and the “Comparison of Cumulative Total Return”) is
incorporated by reference in this Report. The information under the headings “Management — Compensation Committee Interlocks
and Insider Participation in Compensation Decisions”, “Management — Compensation of Directors”, and “Management —
Employment Arrangements with Executive Officers” in the Proxy Statement is incorporated by reference in this Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We incorporate the information concerning holdings of our common stock by certain beneficial owners contained under the
heading “Ownership of our Common Stock” in our Proxy Statement by reference in this Report.
Securities authorized for issuance under equity compensation plans.
The following table summarizes information about our equity compensation plans (including individual compensation
arrangements) which authorize the issuance of equity securities as of December 25, 2004:
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options(1)
Weighted Average
Exercise Price of
Outstanding Options
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
Plan Category:
Equity Compensation Plans Approved by Security Holders(2)....... 3,044,802 $ 28.72 813,992
Equity Compensation Plans Not Approved by Security Holders .... — — —
Total................................................................................................. 3,044,802 $ 813,992
__________
(1) Number of shares is subject to adjustment for changes in capitalization such as stock splits, stock dividends and similar events.
(2) Consists of the 2001 Employee, Director, and Consultant Stock Option Plan, 1992 Employee Stock Purchase Plan, 1992 Equity
Incentive Plan, and the Formula Stock Option Plan for Independent Directors.
Item 13. Certain Relationships and Related Transactions
The information under the heading “Certain Relationships and Related Transactions” in the Proxy Statement is incorporated by
reference in this Report.
Item 14. Principal Accounting Fees and Services
The information under the heading “Ratification of Choice of Independent Registered Public Accounting Firm” in the Proxy
Statement is incorporated by reference in this Report.
53