Panera Bread 2013 Annual Report Download - page 69

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PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
61
15. Stockholders’ Equity
Common Stock
The holders of Class A common stock are entitled to one vote for each share owned. The holders of Class B common stock are
entitled to three votes for each share owned. Each share of Class B common stock has the same dividend and liquidation rights
as each share of Class A common stock. Each share of Class B common stock is convertible, at the stockholder’s option, into
Class A common stock on a one-for-one basis. At December 31, 2013, the Company had reserved 2,320,199 shares of its Class A
common stock for issuance upon exercise of awards granted under the Company’s 1992 Equity Incentive Plan, 2001 Employee,
Director, and Consultant Stock Option Plan, and the 2006 Stock Incentive Plan, and upon conversion of Class B common stock.
Registration Rights
At December 31, 2013, 94.9 percent of the outstanding Class B common stock was owned by the Company’s Chairman of the
Board and Chief Executive Officer (the “Chairman”). Pursuant to stock subscription agreements, certain holders of Class B
common stock, including the Chairman, can require the Company under certain circumstances to register their shares under the
Securities Exchange Act of 1933, or have included in certain registrations all or part of such shares at the Company’s expense.
Preferred Stock
The Company is authorized to issue 2,000,000 shares of Class B preferred stock with a par value of $0.0001. The voting, redemption,
dividend, liquidation rights, and other terms and conditions are determined by the Board of Directors upon approval of issuance.
There were no shares issued or outstanding in fiscal 2013 and 2012.
Treasury Stock
Pursuant to the terms of the Panera Bread 1992 Stock Incentive Plan and the Panera Bread 2006 Stock Incentive Plan and the
applicable award agreements, the Company repurchased 41,601 shares of Class A common stock at a weighted-average cost of
$172.79 per share during fiscal 2013, 42,100 shares of Class A common stock at a weighted-average cost of $156.53 per share
during fiscal 2012, and 52,146 shares of Class A common stock at a weighted-average cost of $109.33 per share during fiscal
2011, as were surrendered by participants as payment of applicable tax withholdings on the vesting of restricted stock and SSARs.
Shares so surrendered by the participants are repurchased by the Company at fair market value pursuant to the terms of those plans
and the applicable award agreements and not pursuant to publicly announced share repurchase authorizations. The shares
surrendered to the Company by participants and repurchased by the Company are currently held by the Company as treasury stock.
Share Repurchase Authorization
During fiscal 2013, fiscal 2012, and fiscal 2011, the Company purchased shares of Class A common stock under authorized share
repurchase authorizations. Repurchased shares may be retired immediately and resume the status of authorized but unissued shares
or may be held by the Company as treasury stock. See Note 12 for further information with respect to the Company’s share
repurchase authorizations.
16. Stock-Based Compensation
As of December 31, 2013, the Company had one active stock-based compensation plan, the 2006 Stock Incentive Plan (“2006
Plan”), and had options and restricted stock outstanding (but can make no future grants) under two other stock-based compensation
plans, the 1992 Equity Incentive Plan (“1992 Plan”) and the 2001 Employee, Director, and Consultant Stock Option Plan (“2001
Plan”).