PNRA Panera Bread Company

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [ ● ], 2017

To Our Stockholders:

Notice is hereby given that a special meeting of the common stockholders of Panera Bread Company, a Delaware corporation, will be held at [●] on [●], 2017 at [●] a.m., local time, for the following purposes:

The merger agreement, the voting agreement, the merger, and the other transactions which would be effected in connection with the merger, are described more fully in the attached proxy statement, and we urge you to read it carefully and in its entirety.

The Board has unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and the stockholders of the Company and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement, including the merger. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as one class), which we refer to as the common stock, entitled to vote on the proposal to adopt the merger agreement. The proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of the votes cast on the proposal to approve such merger-related compensation. The Board recommends that you vote “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger.

Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting unless a majority of the outstanding voting power of our common stock is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting. The merger cannot be completed unless the merger agreement is adopted

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by the affirmative vote of the holders of a majority of the voting power of the shares of Class A common stock and Class B common stock (voting together as one class) entitled to vote thereon. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid reply envelope, or submit your proxy by telephone or the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. If you fail to return your proxy card, submit your proxy by phone or the Internet or vote in person, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

The Board has fixed the close of business on [●], 2017 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof. You will be entitled to one vote for each share of our Class A common stock and three votes for each share of our Class B common stock that you owned on the record date. A complete list of our stockholders of record entitled to vote at the special meeting will be available for inspection at our principal executive offices at least 10 days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any stockholder present at the meeting.

Only stockholders of record (including “street name” stockholders who can show that they beneficially owned our common stock on the record date), their duly appointed proxy holders and our guests may attend the special meeting. To gain admittance, please bring the admission ticket with you to the meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, please send a written request for an admission ticket to our Secretary at 3630 South Geyer Road, Suite 100, St. Louis, Missouri 63127. Please include the following information with your request: (i) a signed cover letter stating your name and complete mailing address, including daytime and evening telephone numbers; that you are requesting an admission ticket; the number of shares that you own in “street name”; and the name, address and telephone number of your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock; and (ii) an original signed “legal proxy” from your bank, brokerage firm or other nominee giving you the right to vote the shares at the special meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE PAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU WILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

By Order of the Board of Directors,

/s/ Louis DiPietro

Louis DiPietro

Secretary

St. Louis, Missouri

Dated: [●], 2017

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 93.

As of the effective time of the merger, each stock option or stock appreciation right outstanding immediately prior to the effective time of the merger (whether vested or unvested) will be cancelled and converted into the right to receive, as soon as reasonably practicable after the effective time of the merger,

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for each share of the our common stock subject to such stock option or stock appreciation right, a cash payment equal to the excess, if any, of $315.00 over the exercise price per share under such stock option or stock appreciation right, net of any applicable withholding taxes.

As of the effective time of the merger, each outstanding performance award of the Company will be cancelled and converted into the right to receive a cash amount based on the greater of target and actual performance determined through the effective time of the merger, to be paid as follows: (i) a pro-rata portion of each performance award, for the portion of the performance period completed through the effective time of the merger, will be paid as soon as reasonably practicable after the effective time of the merger; and (ii) the remaining portion of each performance award will be paid on the earlier of the date on which such performance award was originally scheduled to vest (subject to the holder’s continued employment with the Company or any of its affiliates through such date), and the holder’s termination of employment without cause or resignation for good reason, in each case, net of any applicable withholding taxes.

Promptly after the effective time of the merger, and in any event within three business days thereafter, the surviving corporation will cause the paying agent to mail to each of our stockholders of record (or, in the case of “street holders”, deliver to The Depository Trust Company) immediately prior to the effective time of the merger (other than holders of excluded shares and dissenting shares) (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the certificates representing such shares (or affidavits of loss in lieu of such certificates as provided in the merger agreement) or the transfer of the shares of our common stock represented by book-entry to the paying agent, and (ii) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the per share merger consideration. The paying agent will pay each holder of record the aggregate per share merger consideration to which such holder is entitled after delivery

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or transfer of such shares. Interest will not be paid or accrue in respect of the per share merger consideration. From the effective time until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the per share merger consideration.

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If you fail to return your proxy card, submit your proxy by phone or the Internet or vote in person, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock, your shares will have the same effect as a vote “ AGAINST ” approval of the proposal to adopt the merger agreement.

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If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares (see also the next Q&A below).

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In the event that a quorum is not present at the special meeting, we expect to adjourn or postpone the special meeting until we solicit enough proxies to obtain a quorum. Pursuant to the Company’s by-laws, any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under the Company’s by-laws by any officer entitled to preside at or to act as secretary of such meeting.

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Beneficial Owner . If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. To attend the meeting in person (regardless of whether you intend to vote your shares in person at the meeting), you must obtain an admission ticket in advance of the meeting by following the instructions under “The Special Meeting—Attendance” beginning on page 23 of this proxy statement. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the meeting.

If you hold shares in “street name” through a bank, brokerage firm or other nominee, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the special meeting if you obtain a legal proxy.

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If you are a holder of record and you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger.

For the proposal to approve, by non-binding, advisory vote, the merger-related executive compensation, you may vote “FOR” , “AGAINST” or “ABSTAIN” . Abstentions and broker non-votes will not have an effect on the proposal.

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MacKenzie Partners, Inc.

105 Madison Avenue, 17th Floor

New York, New York 10016

Toll-free: (800) 322-2885

Fax: (212) 929-0308

Email: proxy@mackenziepartners.com

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referenced herein, whether written or oral, relating to future events or our future performance, including any discussion, expressed or implied, regarding our anticipated growth, operating results, future earnings per share, plans, objectives, the impact of our investments in sales-building initiatives and operational capabilities on future sales and earnings, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (which we refer to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act). All statements other than statements of historical or current facts included in this proxy statement are forward-looking statements. These statements are often identified by the words “believe”, “positioned”, “estimate”, “project”, “target”, “plan”, “goal”, “assumption”, “continue”, “intend”, “expect”, “future”, “anticipate” and other similar expressions, whether in the negative or the affirmative, that are not statements of historical fact.

These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict, and you should not place undue reliance on our forward-looking statements. Our actual results and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to: the risk that our stockholders do not approve the merger; uncertainties as to the timing of the merger; the conditions to the completion of the merger may not be satisfied, or the regulatory approvals required for the merger may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the merger on our business relationships, operating results and business generally; risks that the merger disrupts our current plans and operations and potential difficulties in our employee retention as a result of the merger; risks related to diverting management’s attention from our ongoing business operations; the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the merger; the amount of the costs, fees, expenses and other charges related to the merger; and other factors discussed from time to time in our reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 27, 2016 and our Quarterly Report on Form 10-Q, for the fiscal quarter ended March 28, 2017. All forward-looking statements and the internal projections and beliefs upon which we base our expectations included in this release are made only as of the date of this release and may change. While we may elect to update forward-looking statements at some point in the future, we expressly disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this proxy statement or, in the case of documents referred to or incorporated by reference, the dates of those documents.

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PARTIES TO THE MERGER

The Company

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, Missouri 63127

Telephone: (314) 984-1000

The Company, a Delaware corporation, is a national bakery-cafe concept with 2,042 Company-owned and franchise-operated bakery-cafe locations in 46 states, the District of Columbia and Ontario, Canada. The Company operates as three business segments: (i) Company-owned bakery-cafe operations; (ii) franchise operations; and (iii) fresh dough and other product operations. As of March 28, 2017, the Company-owned bakery-cafe operations segment consisted of 910 Company-owned bakery-cafes and the franchise operations segment consisted of 1,132 franchise-operated bakery-cafes. As of March 28, 2017, the fresh dough and other product operations segment, which supplies fresh dough and other products daily to most Company-owned and franchise-operated bakery-cafes, consisted of 24 fresh dough facilities (22 Company-owned and two franchise-operated).

JAB

JAB Holdings B.V.

Oosterdoksstraat 80, 1011 DK

Amsterdam, The Netherlands

Telephone: +31 20 406 1000

JAB, a private limited liability company incorporated under the laws of the Netherlands, is a privately held company focused on long-term investments in companies with premium brands in the consumer goods category.

Parent

Rye Parent Corp.

c/o JAB Holding Company LLC

1701 Pennsylvania Avenue NW, Suite 801

Washington, DC 20006

Telephone: (202) 602-1302

Parent, a Delaware corporation, is an affiliate of JAB. Prior to the effective time of the merger, Parent will have engaged in no other business activities and will have incurred no liabilities or obligations other than those contemplated by the merger and the merger agreement.

Merger Sub

Rye Merger Sub, Inc.

c/o JAB Holding Company LLC

1701 Pennsylvania Avenue NW, Suite 801

Washington, DC 20006

Telephone: (202) 602-1302

Merger Sub, a Delaware corporation and a direct wholly owned subsidiary of Parent, was incorporated for the purpose of consummating the transactions contemplated by the merger agreement. Prior to the effective time of the merger, Merger Sub will have engaged in no other business activities and will have incurred no liabilities or obligations other than those contemplated by the merger and the merger agreement. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held at [●] on [●], 2017 at [●] a.m., local time.

Purpose of the Special Meeting

At the special meeting, holders of our common stock will be asked to consider and vote on the following proposals:

The Board recommends that you vote “FOR” each of the above proposals.

Our stockholders must approve the proposal to adopt the merger agreement in order for the merger to occur. If our stockholders fail to approve the proposal to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

The vote on the proposal to approve the merger-related executive compensation is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the proposal to approve the merger-related executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding on the Company, Parent or the surviving corporation in the merger. Accordingly, if the merger agreement is adopted by the Company’s stockholders and the merger is completed, the merger-related compensation may be paid to the Company’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the stockholders do not approve the proposal to approve the merger-related executive compensation.

Record Date and Quorum

The Board has fixed the close of business on [●], 2017 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting, and any adjournments or postponements thereof. Only holders of record of our common stock as of the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof.

As of the close of business on the record date, there were [●] shares of Class A common stock outstanding and [●] shares of Class B common stock outstanding. Unless indicated otherwise, we refer to our Class A common stock and Class B common stock in this proxy statement collectively as our common stock. Each holder of our common stock is entitled to cast, in the case of Class A common stock, one vote per such share, and in the case of Class B common stock, three votes per such share, on each matter properly brought before the special meeting for each share of our common stock that such holder owned as of the record date.

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as one

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class) issued and outstanding and entitled to vote at the special meeting, constitutes a quorum for the transaction of business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. Shares of our common stock represented at the special meeting but not voted, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Broker non-votes (as defined below) are counted for the purpose of determining the presence of a quorum. Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting unless a majority of the outstanding voting power of our common stock is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting.

In the event that a quorum is not present at the special meeting, we expect to adjourn or postpone the special meeting until we solicit enough proxies to obtain a quorum. Pursuant to the Company’s by-laws, any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under the Company’s by-laws by any officer entitled to preside at or to act as secretary of such meeting.

Attendance

All Company stockholders, including stockholders of record and stockholders who hold their shares through banks, brokers or other holders of record, are invited to attend the special meeting. Stockholders of record can vote in person at the special meeting. If you are not a stockholder of record, you must obtain a legal proxy executed in your favor from the record holder of your shares to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the meeting. The Company reserves the right to refuse admittance to anyone without proper proof of ownership of our common stock or without proper photo identification. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

Vote Required

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as one class) entitled to vote on the proposal to adopt the merger agreement. For the proposal to adopt the merger agreement, you may vote “FOR” , “AGAINST” or “ABSTAIN” . Abstentions will not be counted as votes cast in favor of the proposal to adopt the merger agreement, but will count for the purpose of determining whether a quorum is present. Your vote is very important, regardless of the number of shares of our common stock you own. Because stockholders cannot take any action at the meeting unless a majority of the outstanding voting power of our common stock is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting. If you fail to return your proxy card, submit your proxy by phone or the Internet or vote in person, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock, your shares will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

If your shares of our common stock are registered directly in your name with our transfer agent, Computershare Trust Company N.A., you are considered, with respect to those shares of our common stock, the stockholder of record. This proxy statement and proxy card have been sent directly to you by the Company. As the stockholder of record, you have the right to vote in person at the meeting or to grant your voting rights directly to the Company or to a third party by a proxy duly executed or transmitted in a manner in accordance with applicable law.

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If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the proposal to adopt the merger agreement and the proposal to approve, on a non-binding, advisory basis, certain compensation arrangements for the Company’s named executive officers in connection with the merger, and, as a result, absent specific instructions from the beneficial owner of such shares of our common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of our common stock on non-routine matters, which we refer to as broker non-votes.

For the purposes of the proposal to adopt the merger agreement, if you attend the special meeting and abstain on this proposal, or if you have given a proxy and have abstained on this proposal, this will have the same effect as if you voted “AGAINST” approval of the proposal to adopt the merger agreement. If you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted, and as broker non-votes, the effect will be the same as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

The proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of the votes cast on the proposal to approve such merger-related compensation. For the proposal to approve the merger-related executive compensation, you may vote “FOR” , “AGAINST” or “ABSTAIN” . For purposes of this proposal, if you attend the special meeting and abstain on this proposal, or if you have given a proxy and abstained on this proposal, your shares will not be voted “FOR” or “AGAINST” the proposal and will not be counted as votes cast or shares withheld on the proposal. If you fail to submit a proxy or vote in person at the special meeting or if your shares of our common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted, but this will not have an effect on the proposal to approve the merger-related executive compensation.

Voting

If you are a stockholder of record and your shares are registered directly in your name, you may have your shares of our common stock voted on matters presented at the special meeting in any of the following ways:

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If you are a beneficial owner of our common stock and your shares are held in “street name”, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of our common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting. A legal proxy is not the form of proxy enclosed with this proxy statement. You will not be able to vote shares you hold in “street name” through a bank, broker or other nominee in person at the special meeting unless you have a legal proxy from that bank, broker or other nominee issued in your name giving you the right to vote your shares.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of our common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of our common stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on all, some or none of the specific items of business to come before the special meeting.

If you are a holder of record and you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OUR COMMON STOCK YOU OWN. BECAUSE STOCKHOLDERS CANNOT TAKE ANY ACTION AT THE MEETING UNLESS A MAJORITY OF THE OUTSTANDING VOTING POWER OF OUR COMMON STOCK IS PRESENTED, IT IS IMPORTANT THAT YOU ATTEND THE MEETING IN PERSON OR ARE REPRESENTED BY PROXY AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE PAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU WILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

Voting by the Company’s Directors and Executive Officers

As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [●] shares of our common stock (not including any shares of our common stock deliverable upon exercise or conversion of any options, stock appreciation rights, or restricted shares), representing approximately [●] percent of the outstanding voting power of our common stock. The directors and officers have informed the Company that they currently intend to vote all such shares of our common stock

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“ FOR ” approval of the proposal to adopt the merger agreement and “ FOR ” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the merger. See “The Voting Agreement” beginning on page 76 for further discussion of the Shaich holders’ (as defined therein) voting requirements with respect to the proposals.

Proxies and Revocation

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying postage-paid reply envelope, or may vote in person by appearing at the special meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of our common stock using the instructions provided by your bank, brokerage firm or other nominee. If you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the meeting. If you fail to vote in person at the special meeting or fail to return your proxy card or fail to submit your proxy by phone or the Internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, your shares of our common stock will be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement. If you fail to vote in person at the special meeting or fail to return your proxy card or fail to submit your proxy by phone or the Internet, your shares of our common stock will not have an effect on the proposal to approve the merger-related executive compensation.

You have the right to revoke a proxy. If your shares are registered directly in your name, you may revoke your proxy or change your vote before the special meeting. To do so, you must do one of the following:

If you hold shares in “street name” through a bank, brokerage firm or other nominee, you may submit a new, later-dated voting instruction form or contact your bank, broker or other nominee. You may also vote in person at the special meeting if you obtain a legal proxy.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or if a quorum is not present at the special meeting. Pursuant to the Company’s by-laws, approval of the adjournment of the special meeting does not require a vote of the holders of our common stock. Any meeting of stockholders may be adjourned from time-to-time to any other time and to any other place at which a meeting of stockholders may be held under our by-laws by any officer entitled to preside at or to act as secretary of such meeting.

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Pursuant to the Company’s by-laws, we are not required to notify our stockholders of any adjournment of less than 30 days if the time and place of the adjourned special meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at the special meeting, are announced at the special meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned special meeting. At the adjourned special meeting, the Company may transact any business which might have been transacted at the original special meeting.

Anticipated Date of Completion of the Merger

We are working towards completing the merger as soon as possible. Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including the approval by our stockholders of the proposal to adopt the merger agreement, we anticipate that the merger will be completed in the third quarter of 2017. If our stockholders vote to approve the proposal to adopt the merger agreement, the merger will become effective as promptly as practicable following the satisfaction or waiver of a number of conditions to the merger, subject to the terms of the merger agreement. See “The Merger Agreement—Closing and Effective Time of the Merger” beginning on page 55.

Rights of Stockholders Who Seek Appraisal

If the merger is completed, the Company’s stockholders will be entitled to appraisal rights under Section 262 of the DGCL in connection with the merger. This means that you are entitled to have the fair value of your shares of our common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the merger consideration if you follow exactly the procedures set forth in Section 262 of the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the merger agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the proposal to adopt the merger agreement and you must not vote (either in person or by proxy) in favor of the proposal to adopt the merger agreement. If you fail to follow exactly the procedures set forth in Section 262 of the DGCL, you may lose your appraisal rights. See “Appraisal Rights” beginning on page 85 and the text of the DGCL appraisal rights statute reproduced in its entirety as Annex C to this proxy statement. If you hold your shares of our common stock through a bank, brokerage firm or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged MacKenzie Partners to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay MacKenzie Partners a fee of $30,000. The Company has agreed to reimburse MacKenzie Partners for certain reasonable and documented fees and expenses and will also indemnify MacKenzie Partners and all of its directors, officers, employees and agents against certain claims, expenses, losses, damages, liabilities and/or judgments. The Company may also reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have questions about the merger, need assistance in submitting your proxy or voting your shares of our common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact

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MacKenzie Partners, our proxy solicitor, by calling toll-free at (800) 322-2885 or using the contact information below. Please do NOT send in your stock certificate(s) with your proxy card. After the completion of the merger, a separate letter of transmittal will be mailed to you promptly, and in any event within three business days, that will enable you to receive the merger consideration in exchange for your stock certificate(s). If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee for instructions as to how to effect the surrender of your “street name” shares of our common stock in exchange for the merger consideration. See “The Merger—Payment of Merger Consideration and Surrender of Stock Certificates” beginning on page 48.

MacKenzie Partners, Inc.

105 Madison Avenue, 17th Floor

New York, New York 10016

Toll-free: (800) 322-2885

Fax: (212) 929-0308

Email: proxy@mackenziepartners.com

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A . You should read the entire merger agreement carefully and in its entirety as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation following the merger. As a result of the merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent and an indirect subsidiary of JAB. You will not own any shares of the capital stock of the surviving corporation.

Merger Consideration

In the merger, each outstanding share of our common stock will automatically be converted into the right to receive an amount in cash equal to $315.00, which we refer to as the per share merger consideration, without interest and less any applicable withholding taxes, other than shares of our common stock (i) owned by (x) Parent, Merger Sub or any other affiliate of Parent that is directly or indirectly wholly owned by the ultimate parent of Parent; (y) the Company or any direct or indirect wholly owned subsidiary of the Company, together, (x) and (y), which we refer to as excluded shares; and (ii) stockholders who have not voted in favor of the merger and properly and validly perfected their statutory rights of appraisal in accordance with Section 262 of the DGCL, which we refer to as dissenting shares, which shares will be canceled without payment of any consideration therefor and will cease to exist.

Background of the Merger

From time to time, the Board and senior management of the Company have reviewed and evaluated the Company’s strategic alternatives with the goal of enhancing stockholder value, including the possibilities of maintaining the Company as an independent public entity, potential strategic transactions or a business combination with a strategic partner, a potential acquisition of the Company by a strategic or a financial sponsor, as well as a wide range of commercial collaborations with third parties and internal growth strategies. Except as otherwise described below, none of these discussions has progressed beyond the initial stages to a specific proposal for a potential merger with, or acquisition of, the Company.

On several occasions commencing in August of 2016, a representative of Party A expressed to Ronald M. Shaich, Chairman and Chief Executive Officer of the Company, its interest in the possibility of a strategic collaboration between the Company and Party A. During that time, representatives of Party A met with representatives of the Company to discuss the potential for a strategic collaboration. In October of 2016, coinciding with one of these strategic discussions, Mr. Shaich and a representative of Party A also discussed the potential for a business combination. During this time, Mr. Shaich and William Moreton, Executive Vice Chairman of the Company, had conversations with and exchanged high-level perspectives about the Company’s business with representatives of Party A. In November 2016, a representative of Party A called Mr. Shaich and informed him that given the then-current stock price of the Company that Party A was not in a position to move forward with any further exploration of a business combination.

On February 9, 2017, Mr. Shaich, Olivier Goudet, the Chief Executive Officer of JAB, and David Bell, Head of M&A of JAB, had an introductory meeting for a general discussion around their respective businesses.

On February 24, 2017 Messrs. Shaich, Goudet and Bell had an initial conversation regarding a business combination between the Company and JAB.

At a Board meeting on March 1, 2017, Mr. Shaich discussed with the Board Mr. Shaich’s meeting with Messrs. Goudet and Bell and JAB’s potential interest in an acquisition of the Company. After further discussion, the Board agreed that Mr. Shaich should continue his discussions with Messrs. Goudet and Bell regarding a potential business combination.

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On March 10, 2017, Messrs. Goudet, Bell and Shaich met, and Messrs. Goudet and Bell made an initial offer for JAB to acquire the Company at a price of $286.00 per share in cash. Messrs. Goudet and Bell conveyed certain other terms of JAB’s offer, including that (i) there would not be any financing condition to the closing of the transaction; (ii) JAB would withdraw its proposal if the Company contacted any third parties in an attempt to generate competing interest in a potential acquisition of the Company; (iii) JAB expected Mr. Shaich, along with certain of his affiliates, to publicly support the transaction as a significant stockholder of the Company; and (iv) the definitive agreement would include a customary no-shop provision with a fiduciary out and a 4% termination fee. Mr. Goudet stressed JAB’s desire for confidentiality and that they expected to conduct only limited due diligence on the Company and could do so in a short time frame. To that end, Messrs. Goudet and Bell expressed a desire and the ability to sign a transaction on April 7, 2017, with an announcement on April 10, 2017.

On March 14, 2017, at a meeting of the Board that was attended by a representative of Sullivan & Cromwell LLP, the Company’s outside legal counsel, which we refer to herein as Sullivan & Cromwell, Mr. Shaich discussed JAB’s offer with the Board. Sullivan & Cromwell reviewed with the Board the Board’s fiduciary duties under Delaware law in considering a potential transaction with JAB. Following discussion by the Board, the Board authorized Mr. Shaich to pursue further discussions with Messrs. Goudet and Bell and to allow JAB to conduct targeted due diligence on the Company to better validate the value of the Company and increase its offering price for the Company. The Board also instructed Mr. Shaich to inform Messrs. Goudet and Bell that the Board would not agree to any proposed offer for the Company that was not significantly higher than the $286.00 per share currently proposed by JAB. The Board also discussed hiring a financial advisor to advise the Board in connection with the potential transaction with JAB and determined that, given Morgan Stanley’s relevant expertise in the industry and well-regarded reputation, the firm would be an appropriate choice to act as financial advisor for the Company and the Company should reach out to Morgan Stanley regarding such potential engagement.

On March 15, 2017, the Company discussed with Morgan Stanley the prospect of retaining Morgan Stanley to act as financial advisor to the Company in connection with the potential transaction with JAB. The Company entered into an engagement letter with Morgan Stanley on April 2, 2017.

On March 18, 2017, Mr. Shaich informed Messrs. Goudet and Bell of the Board’s willingness to proceed with discussions and targeted due diligence but also expressed the Board’s view regarding the current price proposed by JAB. Mr. Shaich emphasized his belief that JAB would find more value for the Company through the diligence process. Messrs. Goudet and Bell agreed to discuss the possibility of offering a higher price with his partners and get back to Mr. Shaich on March 20, 2017.

On March 20, 2017, Mr. Goudet informed Mr. Shaich that JAB was prepared to make a revised offer of $296.50 per share in cash for the Company.

On March 20, 2017, at a meeting of the Board that was also attended by a representative of Sullivan & Cromwell, Mr. Shaich provided an update on discussions with JAB, including JAB’s increased offering price of $296.50 per share in cash. The Board supported moving forward with further discussions and due diligence but again expressed its expectation that any final offering price be significantly higher.

On March 22, 2017, Messrs. Shaich and Moreton discussed the potential transaction with Messrs. Goudet and Bell. Mr. Shaich communicated that the Board agreed to permit JAB to conduct due diligence on the Company but that the Board expected that JAB would find additional value potential in the Company. During a second conversation on the same day between Messrs. Shaich and Goudet, Mr. Goudet informed Mr. Shaich that Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to herein as Skadden, would be acting as JAB’s outside legal counsel with respect to the potential transaction.

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On March 22, 2017, at the direction of Mr. Shaich, Sullivan & Cromwell sent a draft confidentiality agreement to JAB and asked that such agreement be shared with the appropriate people at Skadden. On March 22, 2017, Sullivan & Cromwell and Skadden discussed the draft confidentiality agreement and process for due diligence generally.

On March 25, 2017, Messrs. Bell and Shaich discussed the proposed transaction and next steps. On March 26, 2017, Mr. Bell again discussed with Mr. Shaich next steps regarding the transaction, including the potential timing for entering into a definitive agreement, and requested that the Company accelerate the timeline of the transaction by a week, with a proposed announcement on or about April 3, 2017. Later that same day, Messrs. Shaich and Moreton had a conversation with representatives of Morgan Stanley and Sullivan & Cromwell regarding the feasibility, benefits and risks of such a proposed accelerated timeline.

On March 26, 2017, Messrs. Moreton and Bell discussed the proposed process for due diligence and a management presentation by the Company. Later in the day, the Company and JAB Forest B.V., an affiliate of JAB, executed a confidentiality agreement.

On March 26, 2017, Mr. Shaich discussed with Messrs. Bell and Goudet their request to accelerate the timing of entering into a transaction, stating that while the Company would endeavor to move quickly, there were numerous matters on which agreement was necessary before entering into a definitive agreement, including agreement on price and terms of a merger agreement. Mr. Shaich also stated that he felt the due diligence process and the management presentation were important to JAB’s ability to better determine the value of the Company. Messrs. Shaich, Goudet and Bell agreed to work towards entering into a definitive agreement during the week of April 3, 2017.

On March 27, 2017, the Company and JAB learned that a Bloomberg reporter was seeking comment from various people regarding a potential acquisition of the Company.

On March 27, 2017, Skadden sent a draft merger agreement and voting agreement to Sullivan & Cromwell.

On March 28, 2017, Sullivan & Cromwell shared the draft voting agreement with Mr. Shaich’s legal counsel and financial advisors, including representatives of Ballentine Partners LLC, Choate Hall & Stewart LLP and McDermott Will & Emery LLP.

From March 28, 2017 until the execution of the merger agreement on April 4, 2017, the parties and their respective legal and financial advisors exchanged several drafts of, and engaged in numerous discussions and negotiations concerning the terms of, the merger agreement and the voting agreement. Significant areas of discussion and negotiation included the amount of the merger consideration; the scope and terms of the representations, warranties and covenants, including the interim operating restrictions; the circumstances in which the Company would be permitted to terminate the agreement and the termination-related fees payable in connection therewith; and the consequences for certain breaches of the agreement.

On March 28, 2017, the Company opened a virtual data room to JAB and its advisors. Due diligence commenced and continued through April 4, 2017 and included review of financial and legal information and due diligence calls with representatives of the Company and JAB and their respective advisors. Throughout this period, the Company also conducted due diligence with respect to JAB’s ability to finance the transaction, including reviewing draft commitment papers provided by JAB’s lenders.

On March 30, 2017, the Board held a meeting that was also attended by members of management and representatives of Sullivan & Cromwell and Morgan Stanley, during which updates on various aspects of the process were discussed, including due diligence, the merger agreement and upcoming management presentations. In addition, representatives of Morgan Stanley reviewed with the Board preliminary value implications of the revised offer of $296.50 per share and relative comparisons to valuations of certain precedent transactions in the sector. At this time, Morgan Stanley also disclosed its prior engagements with affiliates of JAB.

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On March 31, 2017, Mr. Shaich, Blaine Hurst, President of the Company, Mr. Moreton and Michael J. Bufano, Senior Vice President and Chief Financial Officer of the Company, made a presentation to representatives of JAB regarding the Company, including the Company’s business, operations, financial information and projections. On March 31, 2017, Sullivan & Cromwell also sent a revised draft of the merger agreement and voting agreement to Skadden.

On April 1, 2017, Skadden sent a revised draft of the merger agreement and voting agreement, along with draft financing commitment papers, to Sullivan & Cromwell. Skadden also sent a supplemental due diligence request list to Sullivan & Cromwell, which included questions from Weil, Gotshal & Manges LLP, legal counsel to the lenders for JAB.

On April 3, 2017, Messrs. Shaich, Hurst and Bufano made a presentation regarding the Company to Peter Harf, Senior Partner of JAB, Bart Becht, Chairman of JAB, and Mr. Goudet in New York, NY similar to the presentation they made on March 31, 2017.

On April 3, 2017, Bloomberg reported that the Company was exploring strategic options, including a possible sale of the Company. Following this report, the Company’s share price closed at $282.63 per share on April 3, 2017, up approximately 8% from the Company’s previous closing price on March 31, 2017. The volume of traded shares on such day was 4,865,003, as compared to a daily average volume of approximately 815,846 traded shares for the period of March 27, 2017 to March 31, 2017.

On April 3, 2017, the Company communicated its position on various open issues in the merger agreement, including that Parent would not have a right to sue for damages in addition to Parent’s right to collect a termination fee, and proposed a termination fee of 2.5% of the equity value of the transaction. JAB later communicated a “best and final” offer of $315.00 per share in cash to the Company and a termination fee of 3.0% of the equity value of the transaction. JAB stated that this offer would expire at U.S. market open on April 5, 2017.

On April 3 and 4, 2017, representatives of Sullivan & Cromwell and Skadden continued to negotiate the merger agreement and the voting agreement (along with, in the case of the voting agreement, Mr. Shaich’s outside counsel). At this time, certain open issues remained on the draft merger agreement and voting agreement, including the amount of the termination fee.

On the morning of April 4, 2017, at a meeting of the Board, with representatives of Company management, Morgan Stanley and Sullivan & Cromwell also in attendance, Mr. Shaich reviewed the status of discussions and negotiations with JAB. Messrs. Shaich and Bufano then reviewed with the Board a summary of the management presentation and the Company forecasts that had been presented to JAB. A representative of Morgan Stanley then reviewed with the Board the financial analyses performed by Morgan Stanley in connection with the potential transaction, highlighting key valuation methods and financial metrics that had been prepared and analyzed as part of Morgan Stanley’s evaluation of the potential transaction, as described further in the section entitled “The Merger—Opinion of Morgan Stanley & Co. LLC” beginning on page 36. A representative of Sullivan & Cromwell reviewed the key terms of the merger agreement and the voting agreement (both of which had been provided to the Board in advance of the meeting and were in substantially final form on the main open issues), the Board’s fiduciary duties under Delaware law and the resolutions that the Board would be adopting if it determined that the transaction was fair to, and in the best interests of, the Company and the Company’s stockholders and to enter into the transaction. The Board asked questions of the Company’s management, Morgan Stanley and Sullivan & Cromwell. The Board also discussed the various deal protection provisions of the merger agreement and the ability of a third party to make a superior proposal. The Board also discussed a proposed amendment to the Company’s by-laws to adopt a forum selection clause (which we refer to as the forum selection amendment), which would choose certain courts located in Delaware as the exclusive forum for certain actions brought against the Company or any director, officer or other employee of the Company.

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Later in the day on April 4, 2017, at a meeting of the Board with representatives of Company management, Morgan Stanley and Sullivan & Cromwell in attendance, Sullivan & Cromwell updated the Board with respect to the merger agreement and the voting agreement since earlier in the day, the latest versions of which, substantially in final form, had been provided to the Board prior to the meeting, and reviewed with the Board the resolutions that it would be adopting if it determined to enter into the transaction. Morgan Stanley delivered its oral opinion (which was subsequently confirmed by delivery of a written opinion dated April 5, 2017) to the effect that, as of the date of such opinion and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration of $315.00 per share in cash to be received by the holders of shares of Company common stock (other than excluded shares and dissenting shares) pursuant to the merger agreement, taken in the aggregate, was fair, from a financial point of view, to such holders of such shares. Following further discussion, the Board thereafter unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and the Company’s stockholders and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The Board also unanimously resolved that the merger agreement be submitted for consideration by the stockholders of the Company at a special meeting of stockholders and recommended that the stockholders of the Company vote to adopt the merger agreement. The Board also adopted the forum selection amendment.

Later that same day, the Company and Parent, Merger Sub and JAB executed the merger agreement. Also on April 4, 2017, the Shaich holders and Parent and Merger Sub executed the voting agreement.

The following morning, the Company and JAB issued a joint press release announcing the transaction and the execution of the merger agreement.

Reasons for the Merger; Recommendation of the Board

The Board recommends that you vote “FOR” the merger proposal.

The Board, at a meeting held on April 4, 2017, unanimously determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the Company and the Company’s stockholders and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The Board also unanimously resolved that the merger agreement be submitted for consideration by the stockholders of the Company at a special meeting of stockholders and recommended that the stockholders of the Company vote to adopt the merger agreement. The Board consulted with the Company’s outside financial and legal advisors and senior management at various times and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Board believes support its decision:

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The Board also considered a variety of potentially negative factors in its deliberations concerning the merger agreement and the merger, including the following (not in any relative order of importance):

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The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive but includes the material factors considered by the Board. In view of the variety of factors considered in connection with its evaluation of the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented.

In considering the recommendation of the Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. See “The Merger—Interests of Certain Persons in the Merger” beginning on page 49.

Portions of this explanation of the reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of Morgan Stanley & Co. LLC

Morgan Stanley was retained by us to act as its financial advisor and to render a financial opinion in connection with the proposed merger. We selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the business and affairs of Panera. At the special meeting of the Board on April 4, 2017, Morgan Stanley rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated April 5, 2017, to the Board to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the $315.00 per share in cash to be received by the holders of shares of our common stock (other than excluded shares and dissenting shares) pursuant to the merger agreement, taken in the aggregate, was fair, from a financial point of view, to such holders of such shares.

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The full text of Morgan Stanley’s written opinion to the Board, dated April 5, 2017, is attached as Annex D to this proxy statement and is hereby incorporated into this proxy statement by reference in its entirety. Holders of shares of our common stock should read the opinion carefully and in its entirety. The opinion sets forth, among other things, a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley’s opinion was directed to the Board and addressed only the fairness, from a financial point of view, as of the date of the opinion, to the holders of shares of our common stock (other than excluded shares and dissenting shares) of the $315.00 per share in cash to be received by such holders pursuant to the merger agreement, taken in the aggregate. Morgan Stanley’s opinion did not address any other aspects of the merger and did not and does not constitute a recommendation as to how holders of our common stock should vote at the stockholders meeting to be held in connection with the merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion.

For purposes of rendering its opinion, Morgan Stanley:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by us and formed a substantial basis for its opinion. With respect to the Company’s financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management of the future financial performance of the Company. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that JAB will obtain financing in accordance with the terms set forth in the debt commitment letter. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley noted that it is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent

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verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley noted that it understood from us that, pursuant to Article 11 of our certificate of incorporation, the holders of our Class A common stock must receive the same consideration for their shares as the holders of our Class B common stock in the event of a merger or consolidation of the Company with any other corporation or the merger of any other corporation into it, including the merger. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees or any class of such persons, relative to the $315.00 per share in cash merger consideration to be received by the holders of shares of our common stock (other than excluded shares and dissenting shares) pursuant to the merger agreement, taken in the aggregate. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the transactions contemplated thereby or any term or aspect of any voting agreement or other agreement or instrument contemplated by the merger agreement or entered into or amended in connection therewith. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion. Morgan Stanley noted that, in arriving at its opinion, it was not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction involving the Company, nor did Morgan Stanley negotiate with any party, other than JAB and its affiliates, with respect to a possible acquisition of the Company or any of its constituent businesses.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses. Unless stated otherwise, the following quantitative information, to the extent that it is based on market data, is based on market data as of March 31, 2017, which was the second-to-last trading day immediately preceding the April 4, 2017 presentation by Morgan Stanley to the Board, and the last trading day prior to news reports speculating about a potential transaction, and is not necessarily indicative of current market conditions. In performing its financial analyses summarized below and in arriving at its opinion, with the consent of the Board, Morgan Stanley used and relied upon the following financial projections: (i) the Management Five-Year Plan, as more fully described below in the section entitled “The Merger—Certain Company Forecasts” beginning on page 45 and which is referred to therein as the Company projections, and (ii) certain publicly available Wall Street projections for the Company, which we refer to as the Street Consensus Case. Some of the financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

Historical Trading Range Analysis

Morgan Stanley reviewed the historical trading range of shares of our Class A common stock for the 52-week period ending March 31, 2017 and noted that, during such period, the maximum intraday trading price for shares of our Class A common stock was $262.40 (which was also an all-time high as of March 31, 2017) and

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the minimum intraday trading price for shares of our Class A common stock was $185.69. Morgan Stanley also noted that the closing trading price for shares of our Class A common stock on March 31, 2017, the second-to-last trading day immediately preceding the April 4, 2017 presentation by Morgan Stanley to the Board, and the last trading day prior to news reports speculating about a potential transaction, was $261.87, and the closing trading price for shares of our Class A common stock on March 10, 2017, the day that JAB made its initial offer to Panera, was $234.91.

Equity Research Analyst Price Targets

Morgan Stanley reviewed the undiscounted price targets for shares of our Class A common stock prepared and published by equity research analysts that had been published by Bloomberg during the time period from October 26, 2016 through March 31, 2017. These targets reflect each analyst’s estimate of the future public market trading price of shares of our Class A common stock. The range of equity analyst undiscounted price targets for shares of our Class A common stock was $210.00 to $270.00.

In order to better compare the equity research analysts’ stock price targets with the merger consideration, based on its professional judgment and experience, Morgan Stanley discounted each analyst’s price target to present value assuming a cost of equity of 7.0%, which discount rate was based on the Capital Asset Pricing Model using a market risk premium of 6.0%, a risk-free rate of 2.4% (as of April 3, 2017) and a beta of 0.77 for our Class A common stock that was determined by Morgan Stanley using market data from U.S. Long-Term Predicted Beta (USE3 model) as of March 31, 2017. This analysis resulted in a discounted analyst price target range for our Class A common stock of $196.28 to $252.36.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for our Class A common stock and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

Selected Comparable Trading Analysis

Morgan Stanley reviewed certain financial information, valuation multiples and market trading data relating to the Company and selected publicly traded companies that Morgan Stanley believed, based on its experience with companies in the restaurant industry, to be similar to our current operations for purposes of this analysis. Financial data of the selected companies were based on S&P Capital IQ’s Thomson Reuters I/B/E/S Estimates, public filings and other publicly available information. Financial data of Panera was based on the Street Consensus Case and the Management Five-Year Plan, as appropriate. “AV” refers to aggregate enterprise value, calculated as equity value, plus book value of total debt (inclusive of capital leases), plus non-controlling interest (as appropriate for the company being analyzed), less cash, cash equivalents and marketable securities. “EBITDA” refers to earnings before interest, taxes, depreciation and amortization. Certain of the foregoing terms are used throughout this summary of financial analyses.

The selected companies were chosen based on Morgan Stanley’s knowledge of the industry and because, in Morgan Stanley’s professional judgment, they have businesses that may be considered similar to ours. Although none of such companies are identical or directly comparable to the Company, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that for purposes of its analysis Morgan Stanley considered similar to the Company.

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Morgan Stanley reviewed data, including AV as a multiple of EBITDA and the ratio of the price of a share of common stock to estimated earnings per share (which we refer to as the P/E ratio), for each of the selected publicly traded companies listed below. With respect to the selected companies (which include fast casual restaurants and multinational and domestic quick service restaurants, which we refer to as QSRs), Morgan Stanley analyzed multiples of AV to EBITDA and P/E ratios for calendar year 2017 and calendar year 2018 (which we refer to as 2017E AV / EBITDA, 2017E P/E, 2018E AV / EBITDA and 2018E P/E, respectively):

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Based on this analysis and its professional judgment, Morgan Stanley derived the reference ranges of financial multiples set forth in the table below and applied these ranges to estimated EBITDA and earnings per share for calendar year 2017 and calendar year 2018 contained in the Management Five-Year Plan and in the Street Consensus Case. For calendar year 2017, estimated EBITDA and earnings per share for Panera were $443 million and $7.65, respectively, in the Street Consensus Case, and $458 million and $7.80, respectively, in the Management Five-Year Plan. For calendar year 2018, estimated EBITDA and earnings per share for Panera were $491 million and $9.01, respectively, in the Street Consensus Case, and $533 million and $9.81, respectively, in the Management Five-Year Plan. Based on the number of outstanding shares of our common stock on a fully-diluted basis and our net debt and non-controlling interest, the analysis indicated the following implied per share value ranges for our common stock:

No company utilized in the selected comparable trading analysis is identical to us. In evaluating selected companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. These include, among other things, selected company growth and profitability, the impact of competition on the business of the Company or the industry generally, industry growth, and the absence of any adverse material change in the financial condition or prospects of the Company or the industry, or in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using selected company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s common equity as a function of such company’s estimated future earnings and a theoretical range of trading multiples. The resulting estimated future implied value is subsequently discounted back to the present day at the company’s cost of equity in order to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price.

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Morgan Stanley calculated ranges of implied equity values per share for Panera as of March 31, 2017. In arriving at the estimated equity values per share of Panera, Morgan Stanley applied a P/E ratio equal to the 2019 P/E ratio range of 23.0x to 30.5x (reflecting normalized ratios consistent with Panera’s historical trading range during the last five years) to Panera’s 2019 estimated earnings per share based on the Street Consensus Case and the Management Five-Year Plan. Morgan Stanley then discounted the resulting equity value to March 31, 2017 at a discount rate equal to Panera’s assumed cost of equity of 7.0%. Based on these calculations, this analysis implied the following per share value ranges for our common stock:

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley selected, based on Morgan Stanley’s professional judgment and knowledge of the sector, certain beverage and restaurant transactions since 2012 for which relevant financial information was publicly available.

For these transactions, Morgan Stanley reviewed the purchase price paid and calculated the ratio of the aggregate value of each transaction to the estimated last twelve months EBITDA, which we refer to as LTM EBITDA, based on publicly available financial information. Morgan Stanley reviewed the following transactions in connection with this analysis:

These transactions varied significantly based upon company scale, product mix, and geography. Based on its professional judgment and taking into consideration, among other things, the observed multiples for the selected transactions listed above, Morgan Stanley selected a representative range of multiples of the transactions and applied this range of multiples to the relevant financial statistic for the Company. Morgan Stanley applied an AV / LTM EBITDA multiple range from 14.5x to 18.5x to Panera’s 2016 EBITDA of $411 million based on the consolidated income statement of Panera for 2016 provided by the Company’s management, as adjusted to

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eliminate non-recurring amortization and certain one-time items. Based on this analysis, Morgan Stanley derived a range of implied values per share of our common stock of $247.13 to $319.24.

For informational purposes, Morgan Stanley also presented to the Board, based on publicly available information, the premiums paid in certain U.S. acquisition transactions. The analyses excluded terminated transactions, employee stock ownership plan transactions, self-tenders, spin-offs, share repurchases, minority interest transactions, exchange offers, recapitalizations and restructurings, as they were not considered comparable to the merger. Morgan Stanley considered premiums paid in announced transactions with a transaction value of approximately $1 billion or more that involved U.S. publicly traded target companies since 1996. The average premium paid in all such transactions since 1996 was 37.2%. Based on the foregoing, as well as the premiums paid in the selected precedent transactions as noted in the table above, Morgan Stanley applied a premium range of 20% to 45% to the 30-trading-day VWAP of our Class A common stock as of March 31, 2017 of $242.03. The term VWAP refers to the “volume-weighted average price” during a reference period, which is a measure of the average price of a share of stock over a given period of time. This analysis resulted in an illustrative range of implied values per share of our common stock of $290.43 to $350.94.

No company or transaction utilized in the precedent transactions analysis is identical to us or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond our control, such as the impact of competition on the Company’s business or the industry generally, industry growth, and the absence of any adverse material change in the financial condition or prospects of the Company or the industry, or in the financial markets in general.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company.

Morgan Stanley calculated a range of implied values per share of our common stock based on estimates of future cash flows for calendar years 2017 through 2021. Morgan Stanley performed this analysis on the estimated future cash flows contained in the forecasts representing the Street Consensus Case and the Management Five-Year Plan. Morgan Stanley first calculated the estimated unlevered free cash flows (calculated as tax-affected earnings before interest and taxes and after stock-based compensation expense, plus depreciation and amortization, less capital expenditures, less cash flow from other investing activities and adjusted for changes in working capital and certain after tax one-time items of the Company, in each case based on guidance from the Company’s management). The calculation of unlevered free cash flow, as used by Morgan Stanley in its analysis, is described in the section entitled “The Merger—Certain Company Forecasts” beginning on page 45. Morgan Stanley calculated terminal values based on a terminal LTM EBITDA exit multiple ranging from 10.6x to 13.7x (reflecting normalized multiples consistent with the Company’s historical trading range during the last five years). The unlevered free cash flows from calendar years 2017 through 2021 and the terminal values were then discounted to present values using a range of discount rates of 5.7% to 7.5% (which Morgan Stanley derived based on the Company’s assumed weighted average cost of capital using its experience and professional judgment), to calculate an implied aggregate value range for Panera. Morgan Stanley then adjusted the total implied aggregate value ranges by our estimated total debt (inclusive of capital leases), non-controlling interest and cash, cash equivalents and marketable securities based on the consolidated balance sheet of Panera as of December 31, 2016 provided by the Company’s management and divided the resulting implied total equity value ranges by the Company’s fully diluted shares outstanding as provided by the Company’s management.

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Based on the above-described analysis, Morgan Stanley derived the following ranges of implied equity values per share for our common stock as of December 31, 2016:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Morgan Stanley arrived at its opinion based on the results of all analyses undertaken and assessed as a whole, and it did not ascribe a specific range of values to our common stock or draw, in isolation, conclusions from or with regard to, and did not attribute any particular weight to, any one factor or method of analysis, but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, the summary set forth above does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Morgan Stanley, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Morgan Stanley. The analyses listed in the tables and described above must be considered as a whole; considering any portion of such analyses and of the factors considered, without also considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. In addition, in rendering its opinion, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of implied valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of the Company.

In performing its financial analyses, Morgan Stanley considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond our control. The assumptions and estimates contained in the financial analyses and the ranges of implied valuations resulting from any particular analysis are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than those suggested by such analyses. In addition, financial analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty.

The type and amount of consideration payable in the merger was determined by JAB and Panera, rather than by any financial advisor, and was approved by the Board. Our decision to enter into the merger agreement was solely that of the Board. As described in the section entitled “The Merger—Reasons for the Merger; Recommendation of the Board” beginning on page 33, Morgan Stanley’s analyses were only one of the factors considered by the Board in its evaluation of the merger and should not be viewed as determinative of the views of the Board or management with respect to the merger or the $315.00 per share in cash merger consideration.

Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice. No limitations were imposed by the Board upon Morgan Stanley with respect to the investigations made or procedures followed by it in rendering its opinion. Morgan Stanley did not recommend any specific amount or form of consideration to us or that any specific amount or form of consideration constituted the only appropriate consideration for the merger.

We retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan Stanley, as part of its

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investment banking and financial advisory business, is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate, estate and other purposes.

As compensation for Morgan Stanley’s services relating to its engagement, we have agreed to pay Morgan Stanley a total fee of approximately $42 million, $8 million of which became payable upon execution of the merger agreement and the remainder of which is contingent upon the completion of the merger. In addition, we have agreed to reimburse Morgan Stanley for its reasonable expenses including, without limitation, professional and legal fees and disbursements, plus any sales, use or other taxes related to such fees and disbursements, regardless of whether the merger is consummated. In addition, we have agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley or its affiliates have provided financing services and financial advisory services to certain affiliates of JAB’s ultimate parent entity that are majority controlled by such parent entity, for which Morgan Stanley or its affiliates has received, in the aggregate, compensation of between $25 million and $30 million. Except as described in the immediately preceding paragraph, in the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have not been engaged to provide financing services or financial advisory services to the Company, and have not received any fees for such services from the Company during such time. Morgan Stanley and its affiliates may also seek to provide financial advisory and financing services to JAB and the Company and their respective affiliates in the future and would expect to receive fees for the rendering of any such services.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of JAB, JAB’s affiliates, Panera or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Certain Company Forecasts

The Company does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations beyond the current or proximate fiscal year due to the inherent unpredictability of the underlying assumptions and estimates. However, in the ordinary course of business, the Company’s management prepares, solely for internal use, non-public, financial forecasts based on management’s estimate of the Company’s anticipated future operations. In connection with the evaluation of the merger, the Company’s management prepared updated long-range, non-GAAP financial forecasts regarding our anticipated future operations for the fiscal years 2017 through 2021, which we refer to as the Company projections, which were prepared exclusively for internal use and reviewed with the Board based solely on the information available to the Company’s management at the time of preparation and were finalized on March 30, 2017. The Company’s management provided the Company projections to Morgan Stanley and JAB in connection with their evaluation of the proposed merger and the Company’s analysis of options available to enhance stockholder value. See “The Merger—Background of the Merger” beginning on page 29.

The Company projections were not prepared with a view toward public disclosure or with a view toward compliance with published guidelines of the SEC, with guidelines established by the American Institute of

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Certified Public Accountants for preparation and presentation of financial forecasts or with GAAP. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the Company projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The PricewaterhouseCoopers LLP report incorporated by reference into this proxy statement relates solely to the Company’s historical financial information. It does not cover the prospective financial information. The Company projections are being provided in this proxy statement only because the Company made them available to the Board and Morgan Stanley and, later in the process, to JAB in connection with the proposed merger and are not included in this proxy statement in order to influence your decision whether to vote for or against the proposal to adopt the merger agreement or for any other purpose.

The Company projections are forward-looking statements. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the Company projections to be inaccurate include, but are not limited to, risks and uncertainties relating to the Company’s business, industry performance, general business and economic conditions, customer requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 20 and the sections entitled “Forward-Looking Statements” beginning on page 1 and “Risk Factors” beginning on page 7 in our Annual Report on Form 10-K for the fiscal year ended December 27, 2016 and the other reports filed by the Company with the SEC, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, the Company projections may be affected by our ability to achieve strategic goals, objectives and targets over the applicable periods.

The Company projections do not take into account any circumstances or events occurring after they were finalized on March 30, 2017. Some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or impacts, have changed since the date the Company projections were finalized and do not reflect the Company’s current estimates, changes in general business or economic conditions or any other circumstances or events occurring after the date they were prepared, including the merger and the other transactions contemplated by the merger agreement. Further, the Company projections do not take into account the effect of any failure of the merger to occur and should not be viewed as accurate in that context. We can give no assurance that, had the Company projections been prepared as of a later date, similar estimates and assumptions would have been used. None of the Company, Parent, Merger Sub, Morgan Stanley or JAB intend to, and each expressly disclaims any obligation to, make publicly available any update or other revision to the Company projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the assumptions underlying the Company projections are shown to be in error or to reflect changes in general economic or industry conditions.

The Company projections estimate total revenue, EBITDA, earnings before interest and taxes, which we refer to as EBIT, net income and diluted earnings per share for fiscal years 2017 through 2021. In addition, the Company projections include estimates for unlevered cash flow from operations (as defined below), stock based compensation expense, capital expenditures and other investing cash flow and unlevered free cash flow (as defined below) for the same period.

In preparing the Company projections, the Company’s management made a number of assumptions, including, but not limited to the following:

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The Company projections resulted in the following estimates of our future financial performance:

Financing of the Merger

JAB expects to fund amounts needed to acquire the Company under the merger agreement and repay certain outstanding indebtedness of the Company through the use of existing cash resources and the proceeds of new indebtedness. Merger Sub has obtained binding financing commitments in an aggregate principal amount of $3 billion for the transactions contemplated by the merger agreement.

The obligation of the lenders to provide the debt financing is subject to a number of customary conditions, including without limitation: (a) the execution and delivery of definitive documentation with respect to the debt financing; (b) the accuracy of certain specified representations in the credit agreement and the merger agreement; and (c) the absence of a material adverse effect under the merger agreement, as described under “The Merger Agreement—Conditions to the Merger” beginning on page 71.

Merger Sub’s receipt of the debt financing is not a condition to the completion of the merger. See “The Merger Agreement—Financing” beginning on page 69 for more information.

Closing and Effective Time of Merger

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the proposal to adopt the merger agreement, we currently expect the closing of the merger to occur in the third quarter of 2017. See “The Merger Agreement—Closing and Effective Time of the Merger” beginning on page 55.

The effective time of the merger will occur upon the certificate of merger having been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later time as the Company and Parent may agree in writing and is specified in the certificate of merger).

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Payment of Merger Consideration and Surrender of Stock Certificates

At or prior to the effective time of the merger, Parent will deposit, or will cause to be deposited, with a paying agent selected by Parent and reasonably acceptable to the Company, for the benefit of the holders of shares of our common stock, a cash amount in immediately available funds necessary to pay the aggregate merger consideration payable to our stockholders.

Promptly after the effective time of the merger, and in any event within three business days thereafter, the surviving corporation will cause the paying agent to mail to each of our stockholders of record (or, in the case of “street holders”, deliver to The Depository Trust Company) immediately prior to the effective time of the merger (other than holders of excluded shares and dissenting shares) (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the certificates representing such shares (or affidavits of loss in lieu of such certificates as provided in the merger agreement) or the transfer of the shares of our common stock represented by book-entry to the paying agent, and (ii) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the per share merger consideration. The paying agent will pay each holder of record the aggregate per share merger consideration to which such holder is entitled after delivery or transfer of such shares. Interest will not be paid or accrue in respect of the per share merger consideration. From the effective time until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the per share merger consideration.

In the event of a transfer of ownership of shares that is not registered in the transfer records of the Company, a check or wire (pursuant to instructions set forth in the letter of transmittal) for any cash to be exchanged upon due surrender of the certificates may be issued to such transferee if the certificates formerly representing such shares are presented to the paying agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

Any holder of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the per share merger consideration that such holder is entitled to receive. In lieu thereof, each holder of book-entry shares whose shares were converted into the right to receive the per share merger consideration will upon receipt by the paying agent of an “agent’s message” be entitled to receive, and Parent will cause the paying agent to pay and deliver as promptly as reasonably practicable after the effective time of the merger, the per share merger consideration in respect of such book-entry shares (and such shares will be cancelled).

From and after the effective time of the merger, there will be no further transfers of shares of our common stock.

If any cash deposited with the paying agent remains unclaimed for one year following the effective time of the merger, such cash will be delivered to Parent or the surviving corporation (at Parent’s election). Thereafter, holders of our common stock (other than holders of excluded shares) who have not received payment due to non-compliance with the exchange procedures will be entitled to look only to the surviving corporation with respect to payment of the per share merger consideration (after giving effect to any required tax withholdings), without any interest thereon.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the per share merger consideration, you will be required to provide an affidavit of the loss, theft or destruction, and if required by Parent, post a bond in a reasonable amount and upon reasonable terms as

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may be required by Parent as indemnity against any claim that may be made against Parent or the surviving corporation with respect to such certificate. These procedures will be described in the letter of transmittal and related instructions that you will receive, which you should read carefully and in their entirety.

Parent, the surviving corporation and the paying agent will be entitled to deduct and withhold from the merger consideration such amounts as it reasonably determines in good faith it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. Any sum that is withheld will be remitted by Parent, the surviving corporation or the paying agent, as applicable, to the appropriate taxing authority, and will be treated for all purposes of the merger agreement as having been paid to the holder of shares with regard to whom it is deducted and withheld.

The per share merger consideration paid upon the surrender of certificates or transfer of book-entry shares in accordance with the exchange procedures will be deemed to have been paid in full satisfaction of all rights pertaining to the shares so surrendered or transferred.

Interests of Certain Persons in the Merger

In considering the recommendation of the Board with respect to the proposal to adopt the merger agreement, you should be aware that executive officers and directors of the Company may have certain interests in the merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Board was aware of these interests and considered them, among other things, in evaluating the merger agreement and the merger and in recommending that the merger agreement be adopted by the stockholders of the Company. These interests are described below.

Treatment of Outstanding Equity-Based and Performance Awards

As of the effective time of the merger, each restricted share outstanding immediately prior to the effective time of the merger will be accelerated and converted into the right to receive an amount in cash equal to $315.00, net of any applicable withholding taxes, as promptly as reasonably practicable following the effective time of the merger.

As of the effective time of the merger, each stock option or stock appreciation right outstanding immediately prior to the effective time of the merger (whether vested or unvested) will be cancelled and converted into the right to receive, as soon as reasonably practicable after the effective time of the merger, for each share of the our common stock subject to such stock option or stock appreciation right, a cash payment equal to the excess, if any, of $315.00 over the exercise price per share under such stock option or stock appreciation right, net of any applicable withholding taxes.

As of the effective time of the merger, each outstanding performance award of the Company will be cancelled and converted into the right to receive a cash amount based on the greater of target and actual performance determined through the effective time of the merger, to be paid as follows: (i) a pro-rata portion of each performance award, for the portion of the performance period completed through the effective time of the merger, will be paid as soon as reasonably practicable after the effective time of the merger; and (ii) the remaining portion of each performance award will be paid on the earlier of the date on which such performance award was originally scheduled to vest (subject to the holder’s continued employment with the Company or any of its affiliates through such date), and the holder’s termination of employment without cause or resignation for good reason, in each case, net of any applicable withholding taxes.

See the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” beginning on page 78 for information regarding unvested equity compensation awards for the named executive officers in accordance with Item 402(t) of the SEC’s Regulation S-K. Based on

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the assumptions described in such section, including the assumption that the effective time of the merger occurs on July 14, 2017, and that all executive officers experience a qualifying termination at such time, the aggregate value of the unvested equity awards expected to be held by the Company’s four executive officers who are not named executive officers as of the effective time of the merger is $6,164,235. This amount excludes any awards that are expected to vest in the ordinary course prior to July 14, 2017 and does not reflect compensation actions that may occur before the effective time of the merger. The aggregate value of the unvested equity awards expected to be held by the Company’s seven current non-employee directors at the effective time of the merger is $0.

For more information on equity holdings of the Company’s directors and executive officers, see the table entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 82.

Non-Competition Agreements

The Company’s executive officers are party to confidential and proprietary information and non-competition agreements with the Company, which we refer to as non-competition agreements. In respect of the Company’s executive officers (other than Mr. Shaich, the Company’s Chairman and Chief Executive Officer), these agreements provide that, in the event the executive officer is terminated without cause, he or she will receive his or her then-current annual base salary (including car allowance, if applicable) and insurance benefits for a period of one year after his or her termination of employment. All such payments are reduced by any compensation the terminated executive receives in connection with future employment during such year, and are contingent upon his or her compliance with non-competition and non-solicitation covenants that endure for one year and two years, respectively, following a termination of employment, as well as a confidentiality covenant.

The Company’s non-competition agreement with Mr. Shaich, which was entered into on April 4, 2017 in connection with the merger, restricts Mr. Shaich, for a period of one year following his termination of employment with the Company for any reason, from engaging in competitive activities against the Company and from soliciting the Company’s employees, contractors, consultants, catering customers or franchisees. As consideration for the non-competition and non-solicitation covenants, Mr. Shaich will receive a lump sum payment of $7 million at the effective time of the merger, which Mr. Shaich will be required to repay to the Company if he violates the covenants during the one-year restricted period. Mr. Shaich’s non-competition agreement also provides that he will be entitled to receive a lump sum payment equal to three times the sum of his base salary and target annual incentive bonus upon his termination by the Company without cause or by Mr. Shaich for good reason, each as defined in the non-competition agreement (which we refer to as a qualifying termination), or, if later, upon the second anniversary of the closing of the merger. Upon a qualifying termination, Mr. Shaich will also be eligible to receive a pro-rated portion of his annual incentive bonus based on actual performance and paid at the time such bonuses are paid to similarly situated employees and 18 months of continued medical insurance coverage.

See “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” beginning on page 78 for the estimated amounts that the named executive officers of the Company would receive under their non-competition agreements upon a qualifying termination as of July 14, 2017, assuming that the effective time of the merger occurs at such time. The Company’s executive officers as a group would receive approximately $54,991,252 upon a qualifying termination under their non-competition agreements as of July 14, 2017.

Further Actions

Parent and the Company have agreed that the Company may grant special purpose awards to Company employees (including executive officers) to incent retention and other transaction-related performance. Awards would be payable in cash in connection with the closing of the merger and/or service following the closing of the

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merger (but, no earlier than twelve months after the closing), subject to terms and conditions agreed upon by the Company and Parent, as applicable. As of the date of this proxy statement, no determinations have been made as to any executive officer who will receive awards or the amounts of such awards.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, the Company’s directors and officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See the section entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 74 for a description of such ongoing indemnification and coverage obligations.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) whose shares of our common stock are converted into the right to receive cash in the merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our stockholders. For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income tax treatment of a partner generally will depend on the status of the partner and the tax treatment of the partnership. A partner of a partnership holding our common stock should consult its tax advisor regarding the U.S. federal income tax consequences of the merger.

This discussion is based on the Internal Revenue Code of 1986, as amended, which we refer to as the Code, its legislative history, existing and proposed regulations under the Code and published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. The discussion applies only to beneficial owners who hold shares of our common stock as capital assets, and does not apply to shares of our common stock received in connection with the exercise of employee stock options or otherwise as compensation, stockholders who hold an equity interest, actually or constructively, in JAB or the Company after the merger, stockholders who have perfected and not withdrawn a demand for, or lost the right to, appraisal under the DGCL or to certain types of beneficial owners who may be subject to special rules (such as insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities, mutual funds, traders in securities who elect the mark-to-market method of accounting, stockholders subject to the alternative minimum tax, stockholders that have a functional currency other than the U.S. dollar or stockholders who hold our common stock as part of a hedge, straddle, wash sale, constructive sale or conversion transaction). This discussion also does not address the U.S. tax consequences of the receipt of cash in connection with the treatment of stock-based awards or any other matters relating to equity compensation or benefit plans or any aspect of state, local or foreign tax laws.

Exchange of Shares of Our Common Stock for Cash Pursuant to the Merger Agreement

The exchange of shares of our common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of our common stock are converted into the

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right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes, as described below under “Backup Withholding and Information Reporting”) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for its shares. Gain or loss will be determined separately for each block of shares of our common stock (i.e., shares of our common stock acquired at the same cost in a single transaction). Such capital gain or loss will be long-term capital gain or loss where the U.S. holder’s holding period for such shares of our common stock is more than one year at the effective time of the merger. Long-term capital gain of a non-corporate U.S. holder is generally taxed at preferential rates. There are limitations on the deductibility of capital losses. In addition, a 3.8% tax is imposed on all or a portion of the “net investment income” (as defined in the Code) of certain individuals and on the undistributed net investment income of certain estates and trusts. The 3.8% tax generally is imposed on the lesser of (1) the U.S. holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances). For these purposes, “net investment income” generally will include any gain recognized on the receipt of cash for shares pursuant to the merger.

Backup Withholding and Information Reporting

A U.S. holder may be subject to information reporting. In addition, backup withholding of tax will apply at the statutory rate to cash payments to which a non-corporate U.S. holder is entitled under the merger agreement, unless the U.S. holder or other payee provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. Each of our U.S. holders should complete and sign, under penalty of perjury, the Form W-9 to be included as part of the letter of transmittal and return it to the paying agent, in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the merger under the backup withholding rules will generally be allowable as a refund or a credit against such U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service. U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each stockholder should consult the stockholder’s tax advisor regarding the applicability of the rules discussed above to the stockholder and the particular tax effects to the stockholder of the merger in light of such stockholder’s particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the treatment of stock-based awards or any other matters relating to equity compensation or benefit plans.

Regulatory Approvals

Under the terms of the merger agreement, the merger cannot be completed until the waiting period applicable to the consummation of the merger under the HSR Act has expired or been terminated. Subject to the terms of the merger agreement, Parent, Merger Sub and the Company have agreed to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate the merger and make effective all of the other transactions contemplated by the merger agreement, including preparing and filing all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the merger or any of the other transactions contemplated by the merger agreement.

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On May 5, 2017, Parent and the Company filed notification of the proposed merger with the DOJ and the FTC under the HSR Act.

The consummation of the merger is not conditioned on any antitrust or competition law regulatory filings in the United States or in any other jurisdiction, other than that described above.

At any time before or after consummation of the merger, the DOJ or the FTC (notwithstanding the termination of the waiting period under the HSR Act) or a state or non-U.S. governmental entity could take such action under applicable antitrust or competition laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger and seeking divestiture of substantial assets of the Company, JAB, Parent or Merger Sub. Private parties may also seek to take legal action under antitrust or competition laws under certain circumstances.

There can be no assurance that the regulatory approvals described above, or any other regulatory approvals that might be required to consummate the merger, will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, ability to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. There can also be no assurance that the DOJ, the FTC or any other governmental entity or any private party will not attempt to challenge the merger on antitrust or competition law grounds, and, if such a challenge is made, there can be no assurance as to its result.

Exclusive Forum By-law

On April 4, 2017, the Board amended, effective immediately, the Company’s third amended and restated by-laws to add Article VII, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or agent of the Company to the Company or the Company’s stockholders or debtholders, (c) any action or proceeding asserting a claim against the Company or any director, officer or other employee or agent of the Company arising pursuant to any provision of the DGCL or the Company’s amended and restated certificate of incorporation or the Company’s third amended and restated by-laws (in each case, as they may be amended from time to time) or (d) any action asserting a claim against the Company or any director, officer or other employee or agent of the Company governed by the internal affairs doctrine or other “internal corporate claim” as defined in Section 115 of the DGCL, will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety .

Explanatory Note Regarding the Merger Agreement

The merger agreement, a copy of which is attached as Annex A , and this summary of its terms are included in this proxy statement to provide you with information regarding its terms. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by the Company, Parent, Merger Sub and JAB were made solely to the parties to, and solely for the purposes of, the merger agreement and as of specific dates and were qualified and subject to important limitations agreed to by the Company, Parent, Merger Sub and JAB in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by matters contained in the disclosure schedule that the Company delivered to Parent, Merger Sub and JAB in connection with the merger agreement (which we refer to as the disclosure schedule), which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company, Parent, Merger Sub, JAB or any of their respective subsidiaries or affiliates.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; By-laws

The merger agreement provides for the merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, set forth in the merger agreement. As a result of the merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation.

The directors of Merger Sub and the officers of the Company at the effective time of the merger will, from and after the effective time of the merger, be the directors and officers, respectively, of the surviving corporation, in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the charter and by-laws of the surviving corporation.

At the effective time of the merger, the amended and restated certificate of incorporation of the Company will be amended and restated to read as set forth in Exhibit A to the merger agreement, until thereafter amended as provided therein or in accordance with applicable law, and the by-laws of Merger Sub in effect immediately prior to the effective time of the merger will be the by-laws of the surviving corporation, until thereafter amended as provided therein or in accordance with applicable law, in each case, subject to Parent’s obligation to maintain in effect the provisions of the certificate of incorporation and by-laws of the surviving corporation regarding elimination of liability, indemnification and advancement of expenses as further described in “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 74.

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Following the completion of the merger, our common stock will be delisted from NASDAQ, will be deregistered under the Exchange Act and will cease to be publicly traded.

Closing and Effective Time of the Merger

The merger agreement provides that the closing of the merger will take place at 9:00 a.m. Eastern Time on the third business day following the date on which the last of the conditions to closing of the merger (described under “The Merger Agreement—Conditions to the Merger” beginning on page 71) has been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions on the closing date for the merger), or such other time and date as may be mutually agreed in writing by the Company and Parent. Upon delivering written notice to the Company no later than the satisfaction date, Parent will have the right to extend the closing of the merger until up to five business days following such date that would have been the closing date but for such extension notice being delivered. In the event Parent delivers such written notice to the Company and the Company delivers a closing certificate to Parent to the effect that the conditions to the obligations of Parent and Merger Sub to effect the merger have been satisfied, the Company will be deemed to have satisfied all of the conditions to closing the merger it is required to satisfy as of the satisfaction date and will not be required to satisfy such conditions again as of the closing date of the merger and Parent will have been deemed to waive the satisfaction of certain of the mutual conditions to closing.

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the proposal to adopt the merger agreement, we currently expect the closing of the merger to occur in the third quarter of 2017.

The effective time of the merger will occur upon the certificate of merger having been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later time as the Company and Parent may agree in writing and is specified in the certificate of merger).

Treatment of Common Stock, Stock-Based Awards and Performance Awards

Each share of our common stock outstanding immediately prior to the effective time of the merger (other than excluded shares and dissenting shares) will be converted into the right to receive from Parent $315.00 in cash, without interest, less any applicable withholding taxes.

As of the effective time of the merger, (i) each restricted share outstanding immediately prior to the effective time of the merger will be accelerated and converted into the right to receive an amount in cash equal to $315.00, net of any applicable withholding taxes, as promptly as reasonably practicable following the effective time of the merger, and (ii) each stock option or stock appreciation right outstanding immediately prior to the effective time of the merger (whether vested or unvested) will be cancelled and converted into the right to receive, as soon as reasonably practicable after the effective time of the merger, for each share of our common stock subject to such stock option or stock appreciation right, a cash payment equal to the excess, if any, of $315.00 over the exercise price per share under such stock option or stock appreciation right, net of any applicable withholding taxes.

In addition, as of the effective time of the merger, each outstanding performance award of the Company will be cancelled and converted into the right to receive a cash amount based on the greater of target and actual performance determined through the effective time of the merger, to be paid as follows: (i) a pro-rata portion of each performance award, for the portion of the performance period completed through the effective time of the merger, will be paid as soon as reasonably practicable after the effective time of the merger; and (ii) the remaining portion of each performance award will be paid on the earlier of the date on which such performance award was originally scheduled to vest (subject to the holder’s continued employment with the Company or any of its affiliates through such date), and the holder’s termination of employment without cause or resignation for good reason, in each case, net of any applicable withholding taxes.

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The merger agreement provides that no new “offering period” under the Company’s Employee Stock Purchase Plan, which we refer to as the ESPP, may be commenced after the date of the merger agreement. The merger agreement also provides that the ESPP, as well as any offering period that otherwise would be in effect at the effective time of the merger, will be terminated prior to the effective time of the merger, and that the Company may make such pro-rata adjustments as may be necessary to reflect the shortened offering period.

Surrender and Payment Procedures

At or prior to the effective time of the merger, Parent will deposit, or will cause to be deposited, with a paying agent selected by Parent and reasonably acceptable to the Company, for the benefit of the holders of shares of our common stock, a cash amount in immediately available funds necessary to pay the aggregate merger consideration payable to our stockholders.

Promptly after the effective time of the merger, and in any event within three business days thereafter, the surviving corporation will cause the paying agent to mail to each of our stockholders of record (or, in the case of “street holders”, deliver to The Depository Trust Company) immediately prior to the effective time of the merger (other than holders of excluded shares and dissenting shares) (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the certificates representing such shares (or affidavits of loss in lieu of such certificates as provided in the merger agreement) or the transfer of the shares of our common stock represented by book-entry to the paying agent, and (ii) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the per share merger consideration. The paying agent will pay each holder of record the aggregate per share merger consideration to which such holder is entitled after delivery or transfer of such shares. Interest will not be paid or accrue in respect of the per share merger consideration. From the effective time until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the per share merger consideration.

In the event of a transfer of ownership of shares that is not registered in the transfer records of the Company, a check or wire (pursuant to instructions set forth in the letter of transmittal) for any cash to be exchanged upon due surrender of the certificates may be issued to such transferee if the certificates formerly representing such shares are presented to the paying agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

Any holder of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the per share merger consideration that such holder is entitled to receive. In lieu thereof, each holder of book-entry shares whose shares were converted into the right to receive the per share merger consideration will upon receipt by the paying agent of an “agent’s message” be entitled to receive, and Parent will cause the paying agent to pay and deliver as promptly as reasonably practicable after the effective time of the merger, the per share merger consideration in respect of such book-entry shares (and such shares will be cancelled).

From and after the effective time of the merger, there will be no further transfers of shares of our common stock.

If any cash deposited with the paying agent remains unclaimed for one year following the effective time of the merger, such cash will be delivered to Parent or the surviving corporation (at Parent’s election). Thereafter, holders of our common stock (other than holders of excluded shares) who have not received payment due to non-compliance with the exchange procedures will be entitled to look only to the surviving corporation with respect to payment of the per share merger consideration (after giving effect to any required tax withholdings), without any interest thereon.

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If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the per share merger consideration, you will be required to provide an affidavit of the loss, theft or destruction, and if required by Parent, post a bond in a reasonable amount and upon reasonable terms as may be required by Parent as indemnity against any claim that may be made against Parent or the surviving corporation with respect to such certificate. These procedures will be described in the letter of transmittal and related instructions that you will receive, which you should read carefully and in their entirety.

Parent, the surviving corporation and the paying agent will be entitled to deduct and withhold from the merger consideration such amounts as it reasonably determines in good faith it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. Any sum that is withheld will be remitted by Parent, the surviving corporation or the paying agent, as applicable, to the appropriate taxing authority, and will be treated for all purposes of the merger agreement as having been paid to the holder of shares with regard to whom it is deducted and withheld.

The per share merger consideration paid upon the surrender of certificates or transfer of book-entry shares in accordance with the exchange procedures will be deemed to have been paid in full satisfaction of all rights pertaining to the shares so surrendered or transferred.

Representations and Warranties

Representations and Warranties of the Company

We made customary representations and warranties in the merger agreement that are subject, in many cases, to exceptions and qualifications contained in the merger agreement, in the disclosure schedule or in certain reports filed with the SEC. These representations and warranties relate to, among other things:

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Material Adverse Effect

Many of our representations and warranties are qualified by, among other things, exceptions relating to the absence of a “material adverse effect”, which means any effect, occurrence, change, state of facts, circumstance, event or development (which we collectively refer to as an effect) that has a material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries taken as a whole, excluding:

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Representations and Warranties of Parent and Merger Sub

The merger agreement also contains customary representations and warranties made by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. The representations and warranties of Parent and Merger Sub relate to, among other things:

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The representations and warranties in the merger agreement of each of the Company, Parent and Merger Sub will not survive the consummation of the merger or the termination of the merger agreement pursuant to its terms.

Conduct of Our Business Pending the Merger

Under the merger agreement, we have agreed that, between April 4, 2017 and the effective time of the merger, except as expressly contemplated by the merger agreement or as required by applicable law, the Company agrees that it and its subsidiaries will conduct their respective businesses in all material respects in the ordinary and usual course and will use their respective commercially reasonable efforts to preserve the material components of their business organizations intact and maintain existing relations with governmental entities, material customers, material suppliers, licensors, licensees, distributors, creditors and lessors, key employees and business associates and keep available the services of its and its subsidiaries’ present officers and key employees.

We have further agreed that, between April 4, 2017 and the effective time of the merger, except as expressly required by the merger agreement, as required by the terms of any material contract set forth on the disclosure schedule, without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed) or as set forth in the disclosure schedule, the Company will not, nor will it permit any of its subsidiaries to:

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No Solicitation of Acquisition Proposals; Board Recommendation Changes

No Solicitation

Except as permitted by the terms of the merger agreement described below, we have agreed in the merger agreement that neither the Company nor any of its subsidiaries will, nor will the Company or any of its subsidiaries authorize any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants and other advisors or representatives (which we refer to as representatives) to, directly or indirectly:

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The merger agreement also provides that any material violations of the restrictions on the Company set forth in these provisions by any representative of the Company or any of its subsidiaries will be a breach of those restrictions by the Company.

The merger agreement defines the term “acquisition proposal” to mean (i) any proposal, indication of interest or offer relating to or that could reasonably be expected to lead to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, exchange offer, recapitalization, reorganization, share exchange, business combination or similar transaction or series of related transactions involving the Company or any of its significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X under the Exchange Act) and (ii) any acquisition by any person of, or proposal or offer, which if consummated would result in any person becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 15% or more of the total voting power or of any class of equity securities of the Company or those of any of its subsidiaries, or the acquisition, purchase or disposition of the business or 15% or more of the consolidated assets (including equity securities of its subsidiaries), revenues, net income or earnings of the Company and its subsidiaries outside the ordinary course of business, in each case other than the transactions contemplated by the merger agreement.

The merger agreement also provides that the foregoing restrictions will not prevent the Company from complying with its disclosure obligations under U.S. federal or state law with regard to an acquisition proposal (provided that if such disclosure does not reaffirm the Company recommendation or has the substantive effect of withdrawing or adversely modifying the Company recommendation, such disclosure will be deemed to be a change of recommendation (as defined below) and Parent will have the right to terminate the merger agreement as described in “The Merger Agreement—Termination” beginning on page 72).

We further agreed to, and to cause our subsidiaries and our and their representatives to, cease immediately and terminate any existing activities, discussions or negotiations with any third party with respect to an acquisition proposal. We also agreed to request that any third party that has executed a confidentiality agreement in connection with the consideration of an acquisition proposal to promptly return or destroy all confidential information. We have further agreed not to, and cause our subsidiaries not to, release any party from or terminate, waive, amend or modify any provision of, or grant permission under, any confidentiality or standstill provision in any agreement to which the Company or any of its subsidiaries is a party (provided that if the Board determines in good faith, after consultation with outside counsel, that it would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law not to do so, the Company may waive any standstill or similar provisions in such agreements to the extent necessary to permit a third party to make on a non-public basis to the Board, an acquisition proposal, conditioned upon such third party agreeing to disclosure of such acquisition proposal to Parent and Merger Sub).

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No Solicitation Exceptions

Notwithstanding the foregoing, the Company and Parent also agreed that, at any time prior to the time the Company’s stockholders adopt the merger agreement, the Company may (x) provide information (which may include non-public information) in response to a request by a third party who has made an unsolicited bona fide written acquisition proposal if the Company receives from such third party an executed confidentiality agreement on terms not more favorable to such third party than those contained in the confidentiality agreement, dated March 26, 2017, between the Company and JAB Forest B.V. and which will not prohibit the Company from complying with the terms of the merger agreement, and prior to or concurrently, delivers to Parent any such information to the extent not previously provided to Parent and (y) engage or participate in any discussions or negotiations with any third party who has made an unsolicited bona fide written acquisition proposal, if and only to the extent that, prior to taking any such action, the Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that (a) failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, and (b) based on the information then available, such acquisition proposal either constitutes a superior proposal (as defined below) or is reasonably likely to result in a superior proposal.

The merger agreement defines the term “superior proposal” to mean a bona fide unsolicited written acquisition proposal that would result in any third party (or its stockholders) becoming the beneficial owner, directly or indirectly, of more than 80% of the assets (on a consolidated basis) of the Company and its subsidiaries or more than 80% of the total voting power of the equity securities of the Company that the Board has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, taking into account, among other things, all legal, financial, regulatory, timing and other aspects of the acquisition proposal and the third party making the acquisition proposal (including any break-up fees, expense reimbursement provisions, the availability of financing, and any conditions to consummation relating to financing, regulatory approvals or other conditions beyond the control of the party having the right to invoke the condition), and other aspect of the acquisition proposal that the Board deems relevant (i) is more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by the merger agreement (after taking into account any changes to the terms of merger agreement proposed by Parent and any other information provided by Parent pursuant to the terms of the merger agreement) and (ii) is reasonably likely to be consummated.

The Company agrees to promptly (and in any event within 24 hours) notify Parent if any inquiries, proposals or offers with respect to an acquisition proposal are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, it or any of its representatives, indicating the name of such third party and the material terms and conditions of any proposals or offers and to keep Parent informed, on a current basis, of the status and terms of any such proposals or offers (including any amendments thereto and, in no event later than 24 hours after receipt, copies of any additional or revised written requests, proposals or offers, including proposed agreements) and the status of any such discussions or negotiations, including any change in the Company’s intentions as previously notified. The Company agrees that it and its subsidiaries will not enter into any agreement with any third party subsequent to April 4, 2017 that prohibits the Company from providing any information to Parent in accordance with the foregoing.

Change of Recommendation

The merger agreement provides that (subject to certain exceptions described below) neither the Board, nor any committee thereof will:

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Change of Recommendation Exceptions

Notwithstanding the foregoing, the Company and Parent also agreed that, at any time prior to the time the stockholders of the Company adopt the merger agreement, the Board may make a change of recommendation (and, solely with respect to a superior proposal, terminate the merger agreement as described in “The Merger Agreement—Termination” beginning on page 72), if and only if the Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that the failure to effect a change of recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, and subject to the Company’s compliance with the solicitation provisions of the merger agreement, it being understood that the Board may make a change of recommendation only in response to (a) any acquisition proposal that constitutes a superior proposal or (b) an intervening event (as defined below).

The merger agreement defines the term “intervening event” to mean an event, development or change in circumstances material to the Company and its subsidiaries taken as a whole becoming known to the Board after April 4, 2017, that relates to the Company (but does not relate to any acquisition proposal), which event, development or change in circumstance, or any consequences thereof, becomes known to the Board prior to the adoption of the merger agreement by the stockholders of the Company (provided that no change in, or event or condition generally affecting, the industry in which the Company operates that has not had or would not reasonably be expected to have a disproportionate effect on the Company constitute an intervening event).

Match Rights

The Company further agreed that the Board will not make a change of recommendation in response to an acquisition proposal (or terminate the merger agreement pursuant to its terms in order to enter into a superior proposal) or in response to an intervening event, unless:

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Any modification to the financial (including the form, amount and timing of payment of consideration) or any other material terms of any superior proposal will require giving of new notice and the commencement of a new three business day notice period, during which the Company must comply with the requirements summarized above.

Stockholders Meeting

The Company has agreed, in accordance with its organizational documents and applicable law, to cause a meeting of its stockholders to be duly called and held as promptly as reasonably practicable after clearance of this proxy statement by the SEC for the purpose of obtaining the approval of the merger and adoption of the merger agreement by the affirmative vote of the holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as one class) entitled to vote on the proposal to adopt the merger agreement and to comply with all legal requirements applicable to such meeting. The Company has agreed that the Board will recommend adoption of the merger agreement to the Company’s stockholders, subject to the provisions of the merger agreement discussed above under “The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 63.

Filings; Other Actions; Notification

We, Parent and Merger Sub will cooperate with each other and use our respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate the merger and make effective all of the other transactions contemplated by the merger agreement as soon as practicable after April 4, 2017.

We and Parent have agreed to:

provided that we are not required to take any such actions unless such actions are effective after or conditioned upon the effective time of the merger. Parent will have the right to direct all matters consistent with these obligations, and we and Parent will have the right to review in advance and, to the extent practicable, will consult with the other on and consider in good faith the views of the other in connection with, any filing made with, or written materials submitted to or other communication with any governmental entity in connection with the merger and the other transactions contemplated by the merger agreement (and to receive a copy of all documents and information submitted to such governmental entity).

Parent has agreed to take, and cause its affiliates (including affiliates of JAB) to take, all steps as may be necessary to obtain all such waiting period expirations or terminations, consents and approvals under applicable antitrust law (which we refer to as antitrust clearances), including accepting operational restrictions or limitations on and committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the sale, license, disposition or holding separate of, such assets or businesses of Parent, Merger Sub, the Company, the surviving

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corporation or any of their respective affiliates (and the entry into agreements with, and submission to decrees, judgments, injunctions or orders of such governmental entity) as may be required to obtain such antitrust clearances or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders under any antitrust laws that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by the merger agreement, including the merger.

We and Parent have also agreed to promptly provide to every federal, state or foreign court with jurisdiction over enforcement of any applicable antitrust law all non-privileged information and documents that are necessary, proper and advisable to permit the consummation of the transactions contemplated by the merger agreement.

We, Parent and JAB have agreed, upon request by the other, to furnish the other promptly with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective subsidiaries to any third party and/or any governmental entity in connection with the merger and the other transactions contemplated by the merger agreement.

We and Parent have agreed, subject to applicable law, to keep the other apprised of the status of matters relating to completion of the transactions contemplated by the merger agreement, including promptly furnishing the other with copies of notices, correspondence or other communications received by Parent or the Company, as the case may be, and its subsidiaries, from any third party and/or any governmental entity with respect to the merger and the other transactions contemplated by the merger agreement. We and Parent further agreed to not permit any of our respective representatives or agents to participate in any meeting or engage in any substantive communication with any governmental entity in respect of any filings, investigation or other inquiry relating to the transactions contemplated by the merger agreement unless such party consults with the other party in advance and, to the extent permitted, gives the other party the opportunity to attend and participate at such meeting. We and Parent agreed, to the extent practicable, to give the other reasonable prior notice of any such meeting or communication and in the event one party is prohibited by law or a governmental entity from participating in or attending any such meeting or engaging in such communication, to keep such party reasonably apprised with respect thereto.

Other Efforts

We have agreed to use our commercially reasonable efforts to preserve the material components of the business organizations of the Company and its subsidiaries, maintain existing relations with governmental authorities and certain third parties and keep available services of officers and key employees as described in “The Merger Agreement—Conduct of Our Business Pending the Merger” beginning on page 61. Furthermore, we have agreed to use our reasonable best efforts in connection with a number of other obligations in the merger agreement, which include preparing and filing this proxy statement, cooperating with Parent in connection with its financing for the merger as described in “The Merger Agreement—Financing” beginning on page 69, enabling the delisting of our common stock from the NASDAQ and the deregistration of our common stock under the Exchange Act as promptly as practicable after the effective time of the merger, and causing the agent under each of the Company’s existing debt facilities to execute a payoff letter on or prior to closing of the merger.

We have further agreed that, from the date of the merger agreement until the effective time of the merger, upon reasonable notice, the Company will (i) give to Parent’s officers and authorized representatives reasonable access during normal business hours to its employees, properties, books, contracts and records of the Company and its subsidiaries and (ii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, in each case subject to certain conditions and exceptions.

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Financing

Prior to the closing of the merger, the Company has agreed that it and its subsidiaries will use their reasonable best efforts, and will use their reasonable best efforts to cause its and its subsidiaries’ respective representatives and affiliates to use their respective reasonable best efforts, to provide all customary cooperation as may be reasonably requested by Parent in connection with the arrangement of any bank debt financing in connection with the transactions contemplated by the merger agreement (which we refer to as the debt financing, and the financial institutions party thereto, their respective affiliates and their respective affiliates’ directors, officers, employees, agents and representatives and their respective successors and assigns, the financing sources), including without limitation, (i) making the Company’s senior officers and certain relevant representatives available to participate in a reasonable number of meetings (including customary one-on-one meetings), presentations, due diligence sessions and drafting sessions with potential lenders and rating agencies, (ii) reasonably cooperating with the marketing efforts of Parent for all or any portion of the debt financing, (iii) using commercially reasonable efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in accounting due diligence sessions and providing consent to Parent to use their audit reports relating to the Company, (iv) to the extent applicable, obtaining customary authorization and representation letters with respect to the bank confidential information memoranda relating to the debt financing, (v) if reasonably requested by Parent, providing and, if applicable, executing documents relating to the repayment of the existing indebtedness of the Company and its subsidiaries and the release of related liens, including customary payoff letters and (to the extent required) evidence that notice of such repayment has been timely delivered to the holders of such indebtedness, (vi) providing to Parent (to the extent available) customary financial and other pertinent information regarding the Company reasonably requested by Parent or the financing sources and using commercially reasonable efforts to update such information from time to time as necessary to ensure such information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading, (vii) reasonably assisting Parent in connection with the preparation of (but not executing, unless effective only at or following the effective time of the merger) definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents and certificates or other documents (including, obtaining surveys and title insurance and insurance certificates (including customary endorsements)) to the extent reasonably requested by Parent, in each case contemplated in connection with the debt financing, and otherwise reasonably facilitating the pledging of collateral, (viii) cooperating with the financing sources’ due diligence investigation to the extent customary and reasonable, (ix) furnishing Parent with all documentation and other information with respect to the Company and its subsidiaries as will have been reasonably requested in writing by Parent at least 10 business days prior to the closing date of the merger that is required in connection with the debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, in each case no later than four business days prior to the closing date of the merger and (x) providing customary information and assistance reasonably necessary to assist Parent and its counsel with obtaining the customary legal opinions required to be delivered in connection with any debt financing.

Under the terms of the merger agreement, neither the Company nor any of its subsidiaries will be required to (i) undertake any action that would unreasonably interfere in any material respect with the business or ongoing operations of the Company and/or its subsidiaries, (ii) take any action that would reasonably be expected to conflict with or violate any applicable law or result in a breach of, or a default under, any material contract, (iii) require the Company or any of its subsidiaries or any of its or their respective representatives to breach, waive or amend any terms of the merger agreement, (iv) cause any conditions to the closing of the merger (as described in “The Merger Agreement—Conditions to the Merger” beginning on page 71) to not be satisfied, (v) cause the Company and/or its subsidiaries to violate any obligation of confidentiality binding on the Company and/or its subsidiaries or (vi) pay or incur any commitment or other similar fee or incur or assume any other actual or potential liability or obligation in connection with any debt financing (subject to certain exceptions), in each case other than as are contingent upon the closing of the merger or which are concurrently reimbursed by Parent.

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In addition, under the terms of the merger agreement, (i) none of the directors of the Company or any of its subsidiaries, acting in such capacity, will be required to authorize or adopt any resolutions approving the agreements, documents, instruments, actions and transactions contemplated in connection with the debt financing that would be effective prior to the effective time of the merger; (ii) none of the Company, the Company’s subsidiaries, or their respective directors, officers or employees will be required to execute, deliver or enter into or perform any agreement, document or instrument, including any definitive financing agreement, with respect to the debt financing (subject to certain exceptions) that is not contingent upon the closing of the merger or that would be effective prior to the effective time of the merger; (iii) none of the Company, any of its subsidiaries or any of its or their respective representatives will be required, prior to the closing of the merger, to make any representation to Parent, any of its affiliates, any lender, agent or lead arranger to any debt financing, or any other person with respect to any action under the terms of the merger agreement, as to the solvency of the Company, any of its subsidiaries, or any of its or their respective representatives, or to deliver or require to be delivered any solvency or similar certificate; and (iv) without limiting the Company’s obligations under the merger agreement to execute a payoff letter with respect to certain existing indebtedness of the Company on or prior to the closing of the merger, none of the Company, any of its subsidiaries or any of its or their respective representatives will be required to seek any amendment, waiver, consent or other modification of certain existing indebtedness of the Company.

Any breach by the Company or its subsidiaries of their obligations as described in this section will not constitute a breach of the merger agreement or a breach for purposes of termination of the merger agreement (as described under “The Merger Agreement—Termination” beginning on page 72) or a breach of the conditions to closing set forth in the merger agreement (as described under “The Merger Agreement—Conditions to the Merger” beginning on page 71).

Neither JAB’s receipt of the debt financing, nor the Company’s providing cooperation in connection with the debt financing, is a condition to the closing of the merger.

Employee Benefits Matters

For a period of one year following the effective time of the merger, Parent has agreed to provide each employee of the Company and any subsidiary who continues to be employed by the surviving corporation or any subsidiary thereof (whom we refer to as a continuing employee) with compensation, severance benefits, other employee benefits, health and welfare benefits and benefits under any 401(k) plan that are at least substantially comparable in the aggregate to that provided to such continuing employee immediately prior to the effective time of the merger.

Additionally, Parent has also agreed with respect to any severance, health or welfare benefit, 401(k) or other benefit plan of Parent and/or the surviving corporation or any of their respective subsidiaries following the effective time of the merger, continuing employees will be credited for service with the Company prior to the effective time of the merger; provided that such service will not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service or for benefit accrual purposes under any defined benefit pension plan or retiree medical plan. Parent has agreed to waive any pre-existing condition and eligibility limitations for continuing employees under health and welfare plans of Parent and/or the surviving corporation or any of their respective subsidiaries and will give each continuing employee credit for the plan year in which the effective time of the merger occurs towards applicable deductibles and maximum out of pocket limitations for amounts incurred, paid by and reimbursed to continuing employees under similar plans maintained by the Company and its subsidiaries immediately prior to the effective time of the merger.

Parent has also agreed to honor each Company compensation and benefit plan and all obligations thereunder, including any rights or benefits arising as a result of the transactions contemplated under the merger agreement (either alone or in combination with any other event, including termination of employment) in accordance with its terms.

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The Company or its subsidiaries, as applicable, will continue to administer each annual incentive plan with respect to any year prior to the effective time of the merger, if any, with respect to the annual bonus for which any employee of the Company or any of its subsidiaries is eligible under such plan in accordance with its terms consistent with past practices in the ordinary course of business.

Conditions to the Merger

The respective obligations of the Company, Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver at or prior to the effective time of the merger of the following conditions:

The obligations of Parent and Merger Sub to effect the merger are also subject to the satisfaction or waiver by Parent at or prior to the effective time of the merger of the following additional conditions:

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The Company’s obligation to effect the merger is also subject to the satisfaction or waiver by the Company at or prior to the effective time of the merger of the following additional conditions:

Termination

The Company and Parent may, by mutual written consent, terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger.

The merger agreement may also be terminated and the merger abandoned at any time prior to the effective time of the merger, as follows:

provided that the right of either party to terminate the merger agreement will not be available to such party that has breached in any material respect its obligations under the merger agreement in any manner that has primarily contributed to the failure of such conditions to the consummation of the merger.

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Termination Fee

In certain circumstances, we may be required to pay Parent the termination fee if the merger agreement is terminated. The termination fee would be payable in the following circumstances:

In the case of the first bullet above, we must pay Parent the termination fee within two business days after entry into such definitive agreement or the consummation of the transaction contemplated by such acquisition proposal.

In the case of the second bullet above, we must pay Parent the termination fee prior to or concurrently with such termination.

In the case of the third and fourth bullet above, we must pay Parent the termination fee within two business days after such termination.

The termination fee is a cash amount equal to $215 million.

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Expenses

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring such cost or expense.

Remedies

No termination of the merger agreement will relieve any party to the merger agreement of any liability or damages (which the parties acknowledge and agree, in the case of liabilities or damages payable by Parent, Merger Sub or JAB includes the benefits of the transaction contemplated by the merger agreement lost by the stockholders of the Company) resulting from any fraud or willful and material breach of the merger agreement, except as otherwise provided in the merger agreement.

The parties agree that if the merger agreement is terminated and a termination fee becomes due and payable and is paid by us, the termination fee will be Parent’s and Merger Sub’s sole and exclusive remedy against us with respect to the merger agreement, provided that Parent will have the right to refund the termination fee in its entirety within five business days after payment of the termination fee by us, and if Parent does so refund the termination fee in its entirety, Parent and Merger Sub will be entitled to seek damages resulting from any fraud or willful and material breach of the merger agreement by us. In no event will we be required to pay the termination fee on more than one occasion.

Prior to the termination of the merger agreement, the parties are also entitled to an injunction or injunctions to prevent a breach of the merger agreement, and to enforce specifically the performance of the terms and provisions of the merger agreement. There is no requirement to obtain, furnish or post any bond with or as a condition to obtaining such injunction or injunctions.

Indemnification; Directors’ and Officers’ Insurance

From and after the effective time of the merger, Parent and the surviving corporation will (including by Parent providing sufficient funds to the surviving corporation or its subsidiaries) indemnify and hold harmless (and will, subject to repayment under certain limited circumstances, advance expenses as incurred) (i) present and former directors and officers of the Company or any of its subsidiaries and (ii) current and previous fiduciaries of any benefit plan of the Company or its subsidiaries (each of whom in clauses (i) and (ii) we refer to as an indemnified person) from and against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the effective time of the merger, whether asserted or claimed prior to, at or after the effective time of the merger, to the fullest extent the Company or its subsidiaries would have been permitted under applicable law and its organizational documents.

For a period of six years from the effective time of the merger, Parent will cause to be maintained in effect provisions in the surviving corporation’s (or any successor’s) organizational documents regarding elimination of liability of directors, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on April 4, 2017. From and after the effective time of the merger, Parent will cause the surviving corporation and its subsidiaries to honor and comply with their respective obligations under any indemnification agreement with any indemnified person in effect as of (and disclosed to Parent prior to) April 4, 2017 and will not amend, repeal or modify any such agreements in a way that would adversely affect any indemnified person thereunder.

Prior to the effective time of the merger, the Company will, and if the Company is unable to, Parent will cause the surviving corporation as of the effective time of the merger to, obtain and fully pay for “tail” insurance

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policies (providing only for the Side A coverage for indemnified persons where the existing policies also include Side B coverage for the Company) with a claims period of at least six years from and after the effective time of the merger with respect to any claim related to any period of time at or prior to the effective time of the merger from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (which we refer to as D&O insurance) with benefits and levels of coverage no less favorable in any material respect to the indemnified persons than the Company’s existing policies with respect to matters existing or occurring at or prior to the effective time of the merger. If the Company and the surviving corporation for any reason fail to obtain such “tail” insurance policies as of the effective time of the merger, the surviving corporation will, and Parent will cause the surviving corporation to, continue to maintain in effect for a period of at least six years from and after the effective time of the merger the D&O insurance in place as of April 4, 2017 with benefits and levels of coverage no less favorable in any material respect to the indemnified persons than that provided in the Company’s existing policies as of April 4, 2017, or the surviving corporation will, and Parent will cause the surviving corporation to, use reasonable best efforts to purchase comparable D&O insurance for such six-year period with benefits and levels of coverage at least as favorable to the indemnified persons as provided in the Company’s existing policies as of April 4, 2017. Notwithstanding the foregoing, in no event will Parent or the surviving corporation be required to expend for such policies an annual premium amount in excess of 300% of the annual premiums paid by the Company for such insurance as of April 4, 2017, and if such premia do exceed such amount, the surviving corporation will be required to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

The indemnified persons, together with their respective heirs, have the right to enforce the provisions of the merger agreement relating to their indemnification. Such provisions may not be amended, altered or repealed after the effective time of the merger without the prior written consent of the affected indemnified person.

Modification or Amendments

The merger agreement may be amended by the parties to the merger agreement by written agreement executed and delivered before or after approval by the stockholders of the Company to adopt the merger agreement has been obtained; provided that after approval by the stockholders of the Company to adopt the merger agreement has been obtained, no amendment or modification may be made that by applicable law requires the further approval of the stockholders of the Company without such further approval. Notwithstanding the foregoing, certain provisions may not be amended in a manner adverse in any material respect to the financing sources of Parent’s debt financing without the prior written consent of the financing sources, which consent will not be unreasonably withheld, conditioned or delayed.

Waiver

At any time prior to the effective time of the merger, any party to the merger agreement may extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement, waive any inaccuracies in the representations and warranties contained in the merger agreement or any document delivered pursuant to the merger agreement and, subject to the requirements of applicable law, waive compliance with any of the agreements or conditions contained in the merger agreement. Such extensions or waivers will only be valid if set forth in a written and signed instrument. The failure of any party to assert any rights or remedies will not constitute a waiver of such rights or remedies.

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THE VOTING AGREEMENT

This section describes the material terms of the voting agreement. The description of the voting agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the voting agreement, a copy of which is attached as Annex B and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the voting agreement that is important to you. We encourage you to read the voting agreement carefully and in its entirety.

Explanatory Note Regarding the Voting Agreement

The voting agreement and this summary of its terms are included to provide you with information regarding its terms. The representations, warranties and covenants made in the voting agreement by the Shaich holders, Parent and Merger Sub were made solely to the parties to, and solely for the purposes of, the voting agreement and as of specific dates and were qualified and subject to important limitations agreed to by the parties thereto in connection with negotiating the terms of the voting agreement. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Shaich holders, Parent and Merger Sub or any of their respective subsidiaries or affiliates.

Summary

On April 4, 2017, concurrently with the execution of the merger agreement, the Shaich holders, which include Ronald M. Shaich, Chairman and Chief Executive Officer of the Company and six trusts, entered into a voting agreement with Parent and Merger Sub, pursuant to which, among other things and subject to the terms and conditions therein, the Shaich holders agreed to vote all of the shares of our common stock beneficially owned by them, representing approximately 15.5% of the voting power of the outstanding shares of the common stock of the Company, in favor of the adoption of the merger agreement and the approval of the merger and the other transactions contemplated by the merger agreement and any other matter to be approved by the stockholders of the Company to facilitate such transactions. In addition, the Shaich holders have agreed to vote against any alternative transactions, including any acquisition proposal, as described in “The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 63, and any other action that is intended to or would reasonably be expected to impede or adversely affect the merger or any of the other transactions contemplated by the merger agreement. The Shaich holders have also agreed to not transfer, assign, pledge or otherwise dispose of their shares of our common stock, or enter into any contract to do so (until the voting agreement is terminated), subject to certain permitted transfers.

In the voting agreement, the Shaich holders additionally irrevocably (until the voting agreement is terminated) appoint Parent as their proxy to vote the Shaich holders’ shares, on the Shaich holders’ behalf, at any annual or special meeting, or at any adjournment thereof, for the adoption of the merger agreement and approval of the merger.

The voting agreement terminates upon the earliest to occur of:

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The Company is not a party to the voting agreement. The Shaich holders, Parent and Merger Sub may amend the voting agreement by written agreement at any time, provided that certain provisions related to the termination and amendment of the voting agreement may not be modified without the prior written consent of the Company.

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NON-BINDING, ADVISORY VOTE ON MERGER-RELATED COMPENSATION

FOR THE COMPANY’S NAMED EXECUTIVE OFFICERS

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of the SEC’s Regulation S-K regarding compensation for each “named executive officer” of the Company that is based on, or otherwise relates to, the merger. The plans or arrangements pursuant to which such payments would be made (other than the merger agreement) consist of the Company’s non-competition agreements with each of the named executive officers, the Company’s stock plans and the respective equity and performance awards specifying the terms and conditions of each such award.

The potential payments in the table below are based on the per share merger consideration of $315.00 and base salary, target bonus levels and equity and performance award holdings as of the date of this proxy statement, as well as the following assumptions:

The amounts shown are estimates based on multiple assumptions and do not reflect certain compensation actions that could occur before the effective time of the merger. As a result, the actual amounts received by a named executive officer may differ materially from the amounts shown in the following table.

For purposes of this discussion, “single-trigger” refers to benefits that arise as a result of the closing of the merger and “double-trigger” refers to benefits that require two conditions, which are the closing of the merger as well as a qualifying termination of employment or specified date following the effective time of the merger, as applicable.

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The double-trigger portion of the performance awards is available upon the resignation of any named executive officer for “good reason”. Receipt of the double-trigger payments described above, other than the double-trigger portion of performance awards, are conditioned upon the executive’s execution of a general release. Details of the cash amounts are shown in the following supplementary table:

As discussed above, payments in respect of equity awards reflect equity awards outstanding as of the date of the merger agreement, and accordingly do not reflect 2017 annual equity grants that may be made prior to the closing of the merger. Assuming such grants are made, the target grant date fair values of such awards for each of the named executive officers would be as follows: Mr. Shaich—$1,350,900; Mr. Bufano—$238,850; Mr. Hurst—$750,000; Mr. Chapman—$369,438; and Mr. Koziol—$328,500.

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Additional Narrative Description of Arrangements

No named executive officer is entitled to a Code Section 4999 gross-up in connection with the merger. Mr. Shaich’s non-competition agreement provides that if the compensation and benefits payable under such agreement would constitute “parachute payments” under Code Section 280G, then the employment agreement or award agreements, as the case may be, would provide either (i) the full amount or (ii) a lesser amount such that no portion is subject to Code Section 280G, whichever provides the higher after-tax amount, including the potential taxes under Code Section 4999. The table above does not reflect any potential cutbacks under this provision. See “The Merger—Interests of Certain Persons in the Merger” beginning on page 49 for additional details regarding the benefits and benefits described in the “Golden Parachute Compensation” table and accompanying footnotes.

Vote Required and the Company Board Recommendation

The Dodd-Frank Act and Rule 14a-21(c) under the Exchange Act require that the Company seek a non-binding, advisory vote from Company stockholders to approve the merger-related executive compensation, as disclosed in the section entitled “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers”, beginning on page 78. The approval, by non-binding, advisory vote, of the merger-related executive compensation requires the affirmative vote of a majority of votes cast thereon. Votes to “ABSTAIN” are counted toward a quorum, but are not counted for any purpose in determining whether this matter has been approved. Accordingly, the Company is asking Company stockholders to vote in favor of the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Panera’s named executive officers in connection with the merger and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Non-Binding, Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers” are hereby APPROVED”.

The Board recommends that our stockholders approve certain compensation arrangements for the Company’s named executive officers in connection with the merger described in this proxy statement by voting “FOR” the above proposal.

The vote on the proposal to approve the merger-related executive compensation is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the proposal to approve the merger-related executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding on the Company, Parent or the surviving corporation in the merger. Accordingly, if the merger agreement is adopted by the Company’s stockholders and the merger is completed, the merger-related compensation may be paid to the Company’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the stockholders do not approve the proposal to approve the merger-related executive compensation.

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The closing price of our common stock on the NASDAQ, on April 4, 2017, the last trading day prior to the public announcement of the execution of the merger agreement, was $274.00 per share of common stock. If the merger is completed, you will be entitled to receive $315.00 in cash, without interest, less any applicable withholding taxes, for each share of our common stock owned by you (unless you have properly exercised, and not lost, your appraisal rights with respect to such shares), which represents a premium of approximately 30% to the 30-day volume-weighted average stock price as of March 31, 2017, the last trading day prior to news reports speculating about a potential transaction, a premium of approximately 20% to our all-time high closing stock price as of that same date, a premium of approximately 38% to the closing price of our common stock on February 23, 2017, the last trading day before any discussions regarding a potential offer by JAB were had between JAB and the Company, and a premium of approximately 50% to the volume—weighted average price of a share of our common stock over the one-year period prior to February 23, 2017.

On [●], 2017, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our common stock on the NASDAQ was $[●] per share of common stock. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock.

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