Friday, December 14, 2007

Shamrock Wants Panera (PNRA) Staggered Board Declassified, Buybacks Among Other Things

UPDATE: In a 13D filing on Panera Bread Co. (Nasdaq: PNRA), Shamrock Activist Value Fund, L.L.C. disclosed a 5.46% stake (1,686,400 shares) in the company.

Shamrock said it has had, and anticipate having further, discussions with the Company's senior management regarding its ideas to enhance shareholder value. These ideas have focused on improvements in the Company's operations, corporate governance, executive compensation arrangements and utilization of its capital resources.
Shamrock believes that the governance deficiencies at the Company, among other things, impede accountability to the detriment of shareholder value. Shamrock requested that the Company declassify its staggered Board, separate the Chairman and CEO roles, seek to convert the outstanding shares of the multiple vote Class B common stock into Class A Common Shares so that all shares of common stock have the same voting rights, and expand the Board of Directors to add new members, including individuals with relevant operating experience.
Shamrock have also proposed that the Company improve the disclosure of its compensation plan to provide increased transparency with respect to performance benchmarks that would allow shareholders to better assess whether the Company's current compensation plan appropriately aligns pay with performance. Shamrock said a properly designed performance based incentive compensation significantly contributes to the creation of long-term shareholder value.
Shamrock have also urged the Company to use its strong balance sheet to fund a prompt and significant repurchase of the Company's common stock. Shamrock believes the recently announced $75 million Company share repurchase is a positive step by the Company to proactively utilize its capital resources. In light of current market prices for the Company’s Class A Common Shares, Shamrock believe the Company should actively purchase its Class A Common Shares pursuant to this newly adopted repurchase program.

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