From stltoday.com:
An investment fund headed by Roy Disney is pushing for changes at Panera Bread Co. after buying a 5.46 percent stake in the operator of bakery-cafés.
In a filing Friday, the Shamrock Activist Value Fund of Burbank, Calif., said it had bought 1.7 million Panera shares for $72.7 million. Disney, a former director of Walt Disney Co. and a nephew of the late Walt Disney, heads the fund along with Stanley P. Gold, another former Disney director.
In the filing, the fund criticized Paneras corporate governance, saying it “impedes accountability” in ways that may hurt shareholders. The fund said it had asked Panera to make several changes, including:
•Electing directors annually, instead of electing groups of directors with staggered, overlapping terms.
Advertisement•Separating the jobs of chief executive and chairman.
•Converting the companys Class B shares, which have more voting power, to Class A common shares.
•Expanding the board by adding new members with operating experience.
—Improving disclosure of executive pay to show what performance measures are used to determine compensation.
Ronald M. Shaich currently serves as chairman and chief executive. Panera had four directors, including Shaich, when it filed its proxy last spring.
