Panera Bread Company (NASDAQ:PNRA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

On July11, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated April4, 2017, among the Company, Rye Parent Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands. The Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Company filed its definitive proxy statement on Schedule 14A for the special meeting with the Securities and Exchange Commission on June1, 2017 (the “Definitive Proxy Statement”).

As of the close of business on May22, 2017, the record date for the Special Meeting, there were 21,358,260 shares of Panera’s ClassA common stock outstanding and 1,381,730 shares of Panera’s Class B common stock outstanding. Each holder of Panera’s common stock is entitled to cast, in the case of ClassA common stock, one vote per such share, and in the case of Class B common stock, three votes per such share. At the Special Meeting, a total of 16,531,997 shares of ClassA common stock and 1,312,728 shares of Class B common stock, representing approximately 80.26% of the combined voting power of Panera’s ClassA and Class B common stock, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

The proposal to adopt the merger was approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the Definitive Proxy Statement.

About Panera Bread Company (NASDAQ:PNRA)

Panera Bread Company (Panera) is a food service provider. Panera is a national bakery-cafe concept with approximately 1,970 Company-owned and franchise-operated bakery-cafe locations in over 45 states, the District of Columbia, and Ontario, Canada. The Company operates through three segments: Company Bakery-Cafe Operations, Franchise Operations, and Fresh Dough and Other Product Operations. The Company’s menu groups are daily baked goods, including a range of freshly baked bagels, breads, muffins, scones, rolls, and sweet goods, made-to-order sandwiches on freshly baked breads, soups, freshly prepared and hand-tossed salads, pasta dishes, and roasted coffees and cafe beverages, such as hot or cold espresso and cappuccino drinks and smoothies. The Company offers Panera Catering, a catering service that provides breakfast assortments, sandwiches, salads, soups, pasta dishes, drinks, and bakery items.