Stockholders' Equity

12 Months Ended

Dec. 27, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Equity [Text Block]

Stockholders’ Equity

Common Stock

The holders of Class A common stock are entitled to one vote for each share owned. The holders of Class B common stock are entitled to three votes for each share owned. Each share of Class B common stock has the same dividend and liquidation rights as each share of Class A common stock. Each share of Class B common stock is convertible, at the stockholder’s option, into Class A common stock on a one-for-one basis. At December 27, 2016, the Company had reserved 3,175,433 shares of its Class A common stock for issuance upon exercise of awards granted under the Company’s 1992 Equity Incentive Plan, 2001 Employee, Director, and Consultant Stock Option Plan, the 2006 Stock Incentive Plan, and the 2015 Stock Incentive Plan, and upon conversion of Class B common stock.

Registration Rights

At December 27, 2016, 94.9 percent of the outstanding Class B common stock was owned by the Company’s Chairman of the Board and Chief Executive Officer (the “Chairman”). Pursuant to stock subscription agreements, certain holders of Class B common stock, including the Chairman, can require the Company under certain circumstances to register their shares under the Securities Act of 1933, or have included in certain registrations all or part of such shares at the Company’s expense.

Preferred Stock

The Company is authorized to issue 2,000,000 shares of Class B preferred stock with a par value of $0.0001. The voting, redemption, dividend, liquidation rights, and other terms and conditions are determined by the Board of Directors upon approval of issuance. There were no shares issued or outstanding in fiscal 2016 and 2015.

Treasury Stock

Pursuant to the terms of the Panera Bread 2006 Stock Incentive Plan and the Panera Bread 2015 Stock Incentive Plan, and the applicable award agreements, the Company repurchased 27,478 shares of Class A common stock at a weighted-average cost of $216.42 per share during fiscal 2016, 28,018 shares of Class A common stock at a weighted-average cost of $196.78 per share during fiscal 2015, and 35,461 shares of Class A common stock at a weighted-average cost of $151.17 per share during fiscal 2014, as were surrendered by participants as payment of applicable tax withholdings on the vesting of restricted stock and SSARs. Shares so surrendered by the participants are repurchased by the Company at fair market value pursuant to the terms of those plans and the applicable award agreements and not pursuant to publicly announced share repurchase authorizations. The shares surrendered to the Company by participants and repurchased by the Company are currently held by the Company as treasury stock.

Share Repurchase Authorization

During fiscal 2016, fiscal 2015, and fiscal 2014, the Company purchased shares of Class A common stock under authorized share repurchase authorizations. Repurchased shares may be retired immediately and resume the status of authorized but unissued shares or may be held by the Company as treasury stock. See Note 12, Share Repurchase Authorization, for further information with respect to the Company’s share repurchase authorizations.

Accumulated Other Comprehensive Income (Loss)

AOCI reported on the Company's Consolidated Balance Sheets consists of foreign currency translation adjustments and the unrealized gains and losses, net of applicable taxes, on derivative instruments designated and qualifying as cash flow hedges.

The following tables summarize changes in accumulated other comprehensive income (loss), net of tax, for fiscal 2016 and fiscal 2015 (in thousands):

	Foreign Currency Translation Adjustment			Cash Flow Hedging Instruments			Total
December 27, 2016
Net gains (losses), beginning of period	$	(3,486	)	$	(1,543	)	$	(5,029	)
Net gains (losses) recognized in OCI before reclassifications	702			(703		)	(1		)
Net (gains) losses reclassified from AOCI to earnings	—			906			906
Other comprehensive income (loss), net of tax	702			203			905
Net gains (losses), end of period	$	(2,784	)	$	(1,340	)	$	(4,124	)
December 29, 2015
Net gains (losses), beginning of period	$	(1,360	)	$	—		$	(1,360	)
Net gains (losses) recognized in OCI before reclassifications	(2,126		)	(1,543		)	(3,669		)
Net (gains) losses reclassified from AOCI to earnings	—			—			—
Other comprehensive income (loss), net of tax	(2,126		)	(1,543		)	(3,669		)
Net gains (losses), end of period	$	(3,486	)	$	(1,543	)	$	(5,029	)