Panera Bread 2013 Annual Report Download - page 27

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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our Class A common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “PNRA.” There is no
established public trading market for our Class B common stock. For the periods indicated, the following table sets forth the
quarterly high and low sale prices per share of our Class A common stock as reported by Nasdaq.
For the fiscal year ended
December 31, 2013 December 25, 2012
High Low High Low
First Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 166.53 $ 155.00 $ 164.71 $ 136.19
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 193.82 $ 163.76 $ 162.33 $ 140.19
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 190.71 $ 164.02 $ 172.85 $ 136.45
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 178.92 $ 153.15 $ 173.10 $ 156.64
On February 18, 2014, the last sale price for our Class A common stock, as reported on the Nasdaq Global Select Market, was
$173.18. As of February 18, 2014, we had 1,199 holders of record of our Class A common stock and 26 holders of record of our
Class B common stock.
Dividend Policy
We periodically evaluate various options for the use of our capital, including the potential issuance of dividends. We have never
paid cash dividends on our capital stock and we do not have current plans to do so.
Share Repurchases
On August 23, 2012, our Board of Directors approved a three year share repurchase authorization of up to $600 million of our
Class A common stock, pursuant to which we may repurchase shares from time to time on the open market or in privately negotiated
transactions and which may be made under a Rule 10b5-1 plan. Repurchased shares may be retired immediately and resume the
status of authorized but unissued shares or may be held by us as treasury stock. This repurchase authorization is reviewed quarterly
by our Board of Directors and may be modified, suspended, or discontinued at any time. During fiscal 2013, we repurchased
1,992,250 shares under this share repurchase authorization, at an average price of $166.73 per share, for an aggregate purchase
price of $332.1 million. We have repurchased an aggregate of 2,116,350 shares of our Class A common stock cumulatively under
this share repurchase authorization, at a weighted-average price of $166.39 per share, for an aggregate purchase price of
approximately $352.1 million. We have approximately $247.9 million available under the existing $600 million repurchase
authorization.
During the fourth quarter of fiscal 2013, we repurchased Class A common stock as follows:
Period
Total Number
of Shares
Purchased (1)
Weight-
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Program (2)
Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
the Announced Program
September 25, 2013 - October 22, 2013. . 395,110 $ 160.82 395,100 $ 322,971,569
October 23, 2013 - November 26, 2013 . . 314,573 $ 161.33 313,000 $ 272,488,692
November 27, 2013 - December 31, 2013 139,264 $ 176.86 139,264 $ 247,859,138
Total 848,947 $ 163.64 847,364 $ 247,859,138
(1) Includes Class A common stock surrendered by participants under the Panera Bread 1992 Stock Incentive Plan and the Panera
Bread 2006 Stock Incentive Plan, as amended, as payment of applicable tax withholding on the vesting of restricted stock.
Shares so surrendered by the participants are repurchased by us pursuant to the terms of those plans and the applicable award
agreements and not pursuant to publicly announced share repurchase authorizations.
(2) Number of Class A common stock shares that were repurchased under a Rule 10b5-1 Plan, as described above.