8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2012

PANERA BREAD COMPANY

(Exact name of registrant as specified in its charter)

Delaware	000-19253		04-2723701
(State or other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
3630 South Geyer Road, Suite 100 St. Louis, MO		63127
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: 314-984-1000

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Officers; Compensatory Arrangements of Certain Officers.

On April 5, 2012, the Board of Directors of Panera Bread Company (the “Company”) appointed Thomas Patrick Kelly, age 54, as the Company's interim Chief Financial Officer, effective April 9, 2012, for an initial term of up to six months, which term may be extended on a monthly basis thereafter. Mr. Kelly will serve as the Company's principal financial officer. In connection with his temporary employment while the Company continues its search for a permanent Chief Financial Officer, Mr. Kelly will receive a bi-weekly salary of $23,077. The Company may terminate Mr. Kelly's employment upon thirty (30) days notice and Mr. Kelly shall not receive any other benefits from the Company, including an annual bonus under the Company's Incentive Bonus Program or awards under the Company's 2005 Long Term Incentive Plan, a sub-plan under the Company 2006 Stock Incentive Plan. Mr. Kelly will report to William W. Moreton, the Company's President and Co-Chief Executive Officer.

From January 2011 to August 2011, Mr. Kelly served as interim Chief Financial Officer for Hawker Beechcraft Corporation, a global manufacturer of business, special-mission and trainer aircraft. In addition, from January 2010 to April 2010, Mr. Kelly served as interim Chief Executive Officer for Express Jet Airlines, a regional airline, and from July 2006 to July 2009, he served as Chief Financial Officer of Vignette Corporation. Mr. Kelly was also the Director of Global Facility Planning of Dell from January 2005 to June 2006, Chief Financial Officer of Trilogy Software from 1998 to 2004, Chief Financial Officer of Sabre Holdings from 1995 to 1998 and was the Vice President, Financial Planning and Analysis of American Airlines from 1993 to 1995.

A copy of the press release of the Company announcing Mr. Kelly's appointment as interim Chief Financial Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated April 10, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PANERA BREAD COMPANY
Date:	April 10, 2012	By:	/s/ WILLIAM W. MORETON
		Name:	William W. Moreton
		Title:	President and Co-Chief Executive Officer

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release, dated April 10, 2012

Exhibit 99.1

PRESS RELEASE

EX-99.1

FOR IMMEDIATE RELEASE

Panera Bread Appoints Thomas Patrick Kelly, Interim CFO

ST. LOUIS, MO, April 10, 2012 - Panera Bread Company (NASDAQ: PNRA) announced that its Board of Directors has appointed Thomas Patrick Kelly Interim Chief Financial Officer, effective April 9, 2012. Mr. Kelly will report to Bill Moreton, President and Co-Chief Executive Officer, and is serving as Interim CFO while the Company searches for a permanent CFO.

As interim CFO, Mr. Kelly will manage the Company's finance and accounting departments. Mr. Moreton will continue to be the primary contact with the investment community during the search for its new CFO.

"We are pleased to announce the addition of Patrick to Panera's senior management team as Interim CFO," commented Bill Moreton. “As an experienced financial executive with over 10 years of CFO and CEO experience on both a permanent and interim basis in various industries ranging from airlines to manufacturing to technology, Patrick provides Panera with the expertise and experience we are looking for during this transition. The search for our permanent CFO is on-going and we anticipate that it will take four to six months to find the right permanent replacement."

Contact Information

Investor Inquiries:	Michele Harrison
	VP, Investor Relations
	michele.harrison@panerabread.com
	(314) 984-4966
Media Inquiries:	Linn Parrish
	VP, Public Relations
	linn.parrish@panerabread.com
	(314) 984-4959

About Panera Bread Company

Panera Bread Company owns and franchises 1,541 bakery-cafes as of December 27, 2011 under the Panera Bread®, Saint Louis Bread Co.®, and Paradise Bakery & Café® names. Our bakery-cafes are principally located in suburban, strip mall and regional mall locations. We feature high quality, reasonably priced food in a warm, inviting, and comfortable environment. With our identity rooted in handcrafted, fresh-baked, artisan bread, we are committed to providing great tasting, quality food that people can trust. Nearly all of our bakery-cafes have a menu highlighted by antibiotic-free chicken, whole grain bread, and select organic and all-natural ingredients, with zero grams of artificial trans fat per serving, which provide flavorful, wholesome offerings. Our menu includes a wide variety of year-round favorites complemented by new items introduced seasonally with the goal of creating new standards in everyday food choices. In neighborhoods across the United States and in Ontario, Canada, our customers enjoy our warm and welcoming environment featuring comfortable gathering areas, relaxing decor, and free internet access. Our bakery-cafes routinely donate bread and baked goods to community organizations in need. Additional information is available on our website, www.panerabread.com

Matters discussed in this news release and in our public disclosures, whether written or oral, relating to future events or our future performance, including any discussion relating to the timing of our hiring a permanent Chief Financial Officer, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are often identified by the words “believe,” “positioned,” "estimate,” “project,” “target,” “plan,” “goal,” “assume,” “continue,” “intend,” “expect,” “future,” “anticipate,” and other similar expressions, whether in the negative or the affirmative, that are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Our actual results and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those discussed from time to time in our reports filed with the Securities and Exchange Commission, including our Form 10-K for the fiscal year ended December 27, 2011 and our quarterly reports on Form 10-Q. All forward-looking statements and the internal projections and beliefs upon which we base our expectations included in this release are made only as of the date of this release and may change. While we may elect to update forward-looking statements at some point in the future, we expressly disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.