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Actionable news in PNRA: Panera Bread Company,

Departure of Directors or Certain

On November 4, 2015, in conjunction with the fact that William W. Moreton, Executive Vice Chairman of the board of directors (the Board) of Panera Bread Company (the Company), is no longer carrying the duties of interim Chief Financial Officer, the Board and the Compensation and Management Development Committee of the Board approved adecreasein Mr. Moretons annual basesalaryfrom $721,000 to $400,000, effective December 1, 2015.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 4, 2015, the Board adopted and approved the Third Amended and Restated By-laws of the Company (the By-laws), effective immediately, to provide for the following amendments to the Companys previous Second Amended and Restated By-laws, as amended (the Previous By-laws):

Section 1.2 - Revised to modify or add certain provisions in connection with annual meetings of stockholders, including the following revisions:

Removed the option for a special meeting to be held in lieu of an annual meeting of stockholders if no annual meeting is held in accordance with the By-laws.

Provide that the Company may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

Section 1.3 - Provide that the Company may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

Section 1.5 - Provide that except as otherwise provided by law, the Companys stockholder ledger is the only evidence as to the stockholders who are entitled to examine the list of stockholders required by Section 1.5 of the By-laws or to vote in person or by proxy at any meeting of stockholders.

Section 1.10 - Revised to modify or add certain provisions in connection with the nomination of directors by stockholders, including the following revisions:

Clarify that nominations may only be made by stockholders if they timely comply with the notice procedures required by the By-laws and are entitled to vote at the meeting at which the nomination is made.

Revised to indicate that, with respect to an election to be held at an annual meeting of stockholders, in order for a nomination to be timely, a stockholders notice must be received by the Company not less than 90 days (instead of 60 days as provided by the Previous By-laws) nor more than 120 days (instead of 150 days as provided by the Previous By-laws) prior to the first anniversary of the preceding years annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding years annual meeting, a stockholders notice must be received not earlier than the 120

th

day (instead of the 150

th

day as provided by the Previous By-laws) prior to such annual meeting and not later than the later of (1) the 90

th

day (instead of the 60

th

day as provided by the Previous By-laws) prior to such annual meeting and (2) the tenth day following the day on which notice of the date of such annual...


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