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): May 19, 2011

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: 314-984-7100

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 5.03. Amendment to Articles of Incorporation or Bylaws.

As described under Item 5.07 of this Current Report on Form 8-K, at the 2011 Annual Meeting of Stockholders of Panera Bread Company (the “Company”) held on May 19, 2011, the stockholders of the Company approved an amendment (the “Amendment”) to Section 4.1 of the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of shares of capital stock authorized for issuance from 87,000,000 shares to 124,500,000 shares. The Amendment is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A in connection with the 2011 Annual Meeting.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company filed the Amendment with the Secretary of State of the State of Delaware on May 19, 2011 following the 2011 Annual Meeting.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2011 Annual Meeting, the Company’s stockholders elected the two director nominees; approved, in an advisory vote, the compensation of the Company’s executive officers; approved, in an advisory vote, the recommendation that future advisory votes on executive compensation be held every year; approved an amendment to the Company’s certificate of incorporation to increase the number of shares of capital stock authorized for issuance from 87,000,000 shares to 124,500,000 shares; and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2011.

The Company’s stockholders re-elected Ronald M. Shaich and Fred K. Foulkes as Class I directors, each to serve until the Company’s 2014 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified. In addition, the terms of office of the following directors continued after the 2011 Annual Meeting: Domenic Colasacco, Charles J. Chapman, III, Larry J. Franklin, Thomas E. Lynch and William W. Moreton.

The proposals acted upon at the 2011 Annual Meeting and the voting tabulation for each proposal is as follows:

Proposal 1: To elect two directors to the Company’s Board of Directors, each to serve for a term ending in 2014, or until his respective successor has been duly elected and qualified.

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Ronald M. Shaich
Class A		23,376,795		120,412		3,396,314
Class B		3,936,168		-0-		-0-
Total		27,312,963		120,412		3,396,314
Fred K. Foulkes
Class A		23,187,313		309,894		3,396,314
Class B		3,936,168		-0-		-0-
Total		27,123,481		309,894		3,396,314

Proposal 2: To approve, in an advisory vote, the compensation of the Company’s named executive officers.

	Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
Class A		21,760,293		1,708,239		28,675		3,396,314
Class B		3,936,168		-0-		-0-		-0-
Total		25,696,461		1,708,239		28,675		3,396,314

Proposal 3: To approve, in an advisory vote, the frequency of future executive compensation advisory votes.

	One Year		Two Years		Three Years		Votes Abstaining		Broker Non-Votes
Class A		21,448,181		150,711		1,862,032		36,283		3,396,314
Class B		3,935,070		-0-		-0-		1,098		-0-
Total		25,383,251		150,711		1,862,032		37,381		3,396,314

Proposal 4: To approve an amendment to the Company’s Certificate of Incorporation to increase the number of shares of capital stock authorized for issuance thereunder from 87,000,000 shares to 124,500,000 shares.

	Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
Class A		23,800,970		3,036,326		55,700		525
Class B		3,936,168		-0-		-0-		-0-
Total		27,737,138		3,036,326		55,700		525

Proposal 5: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2011.

	Votes For		Votes Against		Votes Abstaining
Class A		26,708,847		171,027		13,647
Class B		3,935,070		-0-		1,098
Total		30,643,917		171,027		14,745

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Panera Bread Company.

SIGNATURES

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: May 25, 2011	By:	/s/ Jeffrey W. Kip
		Name:	Jeffrey W. Kip
		Title:	Senior Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.		Exhibit
	3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Panera Bread Company.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PANERA BREAD COMPANY

Pursuant to Section 242
of the General Corporation Law of
the State of Delaware

Panera Bread Company (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

The Board of Directors of the Corporation (hereinafter called the “Board”), acting in accordance with Section 242 of the General Corporation Law of the State of Delaware, duly adopted a resolution at a meeting of the Board setting forth an amendment to the Corporation’s Amended and Restated Certificate of Incorporation, (the “Certificate of Incorporation”) and declaring said amendment to be advisable. Said amendment has been duly approved by the Corporation’s stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment to the Certificate of Incorporation is as follows:

RESOLVED: That the Certificate of Incorporation be amended by deleting Section 4.1 of the Certificate of Incorporation and inserting in lieu thereof the following:

“4.1 The total number of shares which the corporation shall have authority to issue is 124,500,000 shares, consisting of 112,500,000 shares of Class A Common Stock, $.0001 par value, and 10,000,000 shares of Class B Common Stock, $.0001 par value (such Class A Common Stock and Class B Common Stock hereinafter referred to as “Common Stock”), and 2,000,000 shares of Class B Preferred Stock, $.0001 par value.”

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IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation to be signed by its President and Chief Executive Officer on this 19^th day of May, 2011.

PANERA BREAD COMPANY
By:	/s/ William W. Moreton
	William W. Moreton
	President and Chief Executive Officer