Panera Bread 2015 Annual Report Download - page 77

PANERA BREAD COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
67
It is reasonably possible that the Company’s liability for unrecognized tax benefits with respect to the Company’s uncertain tax
positions will increase or decrease during the next twelve months; however, an estimate of the amount or range of the change
cannot be made at this time.
16. 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 29, 2015, the Company had reserved 3,041,295 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, the 2006 Stock Incentive Plan, and the 2015 Stock Incentive Plan, and upon conversion
of Class B common stock.
Registration Rights
At December 29, 2015, 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 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 2015 and 2014.
Treasury Stock
Pursuant to the terms of the Panera Bread 2006 Stock Incentive Plan and the Panera Bread 2015 Stock Incentive Plan, and the
applicable award agreements, the Company repurchased 28,018 shares of Class A common stock at a weighted-average cost of
$196.78 per share during fiscal 2015, 35,461 shares of Class A common stock at a weighted-average cost of $151.17 per share
during fiscal 2014, and 41,601 shares of Class A common stock at a weighted-average cost of $172.79 per share during fiscal
2013, 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 2015, fiscal 2014, and fiscal 2013, 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 13 for further information with respect to the Company’s share
repurchase authorizations.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income reported on the Company's Consolidated Balance Sheets consists of foreign currency
translation adjustments and the unrealized gains and losses, net of applicable taxes, on derivative instruments designated and
qualifying as cash flow hedges.