Poking at Panera

It looks as though Panera (Nasdaq: PNRA) has a high-end, field emission gun electron microscope on its performance now. Shamrock Activist Value Fund has revealed in a Securities and Exchange Commission 13-D filing that it's pushing for some changes at the cafe company.

Shamrock, which is controlled by Roy Disney and Stanley Gold and owns a total 5.46% of Panera, has a lot of ideas that should thrill fans of robust corporate governance. Suggestions include:

• Giving all Panera stock the same voting rights
• Declassifying its staggered board of directors
• Separating the chairman's and CEO's roles
• Bringing new members to the board that include people with experience in the restaurant industry (go figure!).

The activists also want Panera to provide more transparency into its compensation plans to improve shareholder assessment of aligning pay with performance, and urged the company to go through with a "prompt and significant" repurchase of the company's Class A shares.

Restaurants have been a hot spot when it comes to shareholder activism in recent years. Pershing Capital pressured Wendy's (NYSE: WEN) to spin off Tim Hortons (NYSE: THI).

And McDonald's (NYSE: MCD) fielded suggestions from Pershing, then said it would do things its own way -- but as it turns out, McDonald's has executed many ideas for enhancing shareholder value, like spinning off Chipotle (NYSE: CMG) (NYSE: CMG-B) and turning over more restaurants to franchisees. It has just taken its own sweet time with some of them.

Last winter, Applebee's faced pressure from Breeden Capital Management with Richard Breeden's election to the company's board. Of course, as the situation progressed into a sale of Applebee's, there were major disagreements among board members whether IHOP (Nasdaq: IHOP) paid too little for the restaurant chain's shares, but Applebee's shareholders did end up approving the $2.1 billion deal, with 70% of the votes in favor.

Panera's been a bit crusty and stale for quite some time now; its recent punting of its president position may also give shareholders reason to question what the heck's going on with management. It seems like a fine time for shareholders to share some constructive criticism -- with the possibility of some change to come to Panera.

For related Foolishness, see the following articles:

• Panera recently punted its president position.
• Investors should be outraged over a recent SEC ruling.
• Still, in 2007 there have been signs of a golden age of activism.