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): August 23, 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 August 23, 2012, the Compensation and Management Development Committee (the “Compensation Committee”) of Panera Bread Company (the “Company”) determined that, beginning in 2012, for fiscal years in which the Company's performance substantially exceeds its pre-established pre-tax earnings target, the Company's eligible executive officers and all other members of management eligible for the Company's incentive bonus program would no longer receive a supplemental bonus payment, and that the Company's earnings performance would instead be considered by the Compensation Committee in determining the Company performance component of each executive's and member of management's Annual Incentive Bonus. Consistent with this change, the Compensation Committee also determined that the inability of the Company to meet its pre-established internal pre-tax target would be reflected in the Company performance component of each individual executive's and member of management's Annual Incentive Bonus rather than through broad based organization level reductions.

Item 8.01. Other Events.

On August 23, 2012, the Company issued a press release announcing the authorization of a three-year, $600 million share repurchase program and the termination of the Company's existing repurchase program, which had been scheduled to expire on November 16, 2012. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated August 23, 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:	August 23, 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 August 23, 2012

Exhibit 99.1

PRESS RELEASE

EX-99.1

FOR IMMEDIATE RELEASE

Contact: Michele Harrison

Vice President, Investor Relations (314-984-4966)

Panera Bread Company Announces New Share Repurchase

Program and Termination of Existing Program

ST. LOUIS, MO, August 23, 2012 -- Panera Bread Company (NASDAQ: PNRA) today announced that its Board of Directors has approved a new three year share repurchase program of up to $600 million. This new program will replace the existing program which was scheduled to expire on November 16, 2012 and has been terminated by the Board of Directors in connection with approving the new program. The repurchases may commence as soon as August 28, 2012, and will be effected from time to time on the open market or in privately negotiated transactions and may make such repurchases under a Rule 10b5-1 Plan. The share repurchase program and the Board's authorization of the program may be modified, suspended, or discontinued at any time.

Bill Moreton, President and Co-CEO, commented “We continue to look for opportunities to deploy our capital to drive earnings growth and shareholder returns. Investing in our core business remains our number one priority, and the Board's willingness to extend and refresh the repurchase program is a vote of confidence on the growth potential of Panera and its ability to continue to generate cash flow and deploy that cash to generate appropriate returns for our shareholders.”

About Panera Bread Company

Panera Bread Company owns and franchises 1,591 bakery-cafes as of June 26, 2012 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, http://www.panerabread.com.

Matters discussed in this news release regarding our intention to repurchase shares of our common stock from time to time under the share repurchase program, our growth potential and ability to generate cash flow and the intended use of any repurchased shares are 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,” “assumption,” “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, and you should not place undue reliance on our forward-looking statements. 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.