UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported):
April 21, 2008
CBRL
GROUP, INC.
| Tennessee | 0-25225 | 62-1749513 |
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | Identification No.) |
305
Hartmann Drive, Lebanon, Tennessee 37087
(615)
444-5533
Check the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 21, 2008, the Board of
Directors (the “Board”) of CBRL Group, Inc. (the “Company”) appointed Douglas E.
Barber, 50, to the position of Executive Vice President and Chief Operating
Officer of the Company, effective as of April 23, 2008. Mr. Barber
has served as Senior Vice President, Restaurant Operations since 2006, having
joined the Company in 2003.
As the Company’s Executive Vice
President and Chief Operating Officer, Mr. Barber will receive: (1) a base
salary of $500,000 per year; (2) a target annual bonus of 110% of base salary,
with the actual bonus to be determined based on the attainment of the Company’s
goals and financial performance; and (3) a Long Term Incentive target award
equal to 200% of annual base salary, which award is divided equally between the
Annual Stock Option Grant and the Long-Term Performance
Plan, the material terms of which are described in the Company’s Current
Report on Form 8-K dated July 25, 2007 and filed with the Commission on July 31,
2007. Mr. Barber’s benefits will remain the
same.
In
connection with Mr. Barber’s appointment, the Company entered into a change in
control agreement with him that replaced his prior agreement. The new
agreement is filed as Exhibit 99.2 to this Current Report on Form
8-K. The change in control agreement provides that Mr. Barber will
receive specified benefits if, after a "change in control" of the Company there
is: (1) a material change in duties or responsibilities resulting in the
assignment of duties and responsibilities inferior to the duties and
responsibilities in effect at the time of change in control, (2) a reduction in
salary or a material change in benefits (excluding discretionary bonuses), or
(3) a change in the location of work assignments from the location at the time
of change in control to any other location that is further than 50 miles away
from the location at the time of change in control. The salary
payments will equal 2.99 times the average salary and bonus for the 3 years
prior to a change in control (including, when required, a gross-up payment to
cover excise taxes), and benefits will include continuation of and payments for
health benefits for a 2-year period. The change in control agreement
defines "change in control" to include certain circumstances in which a person
becomes the beneficial owner of securities representing 20% or more of the
combined voting power of the Company’s voting stock, a majority of the Company’s
Board changes within a 2-year period, the Company merges, consolidates or
reorganizes, or in the event of a sale of all or substantially all of the
Company’s assets. The foregoing is only a summary of the agreement
and is qualified in its entirety by reference to the agreement itself attached
as Exhibit 99.2.
Item
7.01. Regulation FD Disclosure.
On April 23, 2008, the Company issued
the press release that is furnished hereto as Exhibit 99.1 and incorporated by
reference as if fully set forth herein announcing the matter described in Item
5.02 in this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
| See Exhibit Index immediately following signature page. |
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| Dated: April 23, 2008 | CBRL GROUP, INC. | ||
|
|
By:
|
/s/ N.B. Forrest Shoaf | |
| Name: | N.B. Forrest Shoaf | ||
| Title: | Senior Vice President, Secretary and General Counsel | ||
| EXHIBIT INDEX | |||
|
Exhibit
No.
|
Description | ||
| 99.1 | Press Release issued by CBRL Group, Inc. dated April 23, 2008 (furnished only) | ||
| 99.2 | Change in Control Agreement with Douglas E. Barber (not filed because substantially identical to Exhibit 10(s) to the Company’s Annual Report on Form 10-K for the fiscal year ended August 1, 2003 filed with the Commission on October 15, 2003) | ||
Exhibit 99.1
 |
POST OFFICE BOX
787
LEBANON,
TENNESSEE
37088-0787
|
| Investor Contact: | Diana S. Wynne |
| Senior Vice President, Corporate Affairs | |
| (615) 443-9837 | |
| Media Contact: | Julie K. Davis |
| Director, Corporate Communications | |
| (615) 443-9266 |
CBRL
GROUP ANNOUNCES THE PROMOTION OF DOUGLAS E. BARBER TO EXECUTIVE VICE PRESIDENT
AND CHIEF OPERATING OFFICER
LEBANON,
Tenn. – (April
23, 2008) – CBRL Group, Inc. (Nasdaq: CBRL) today announced the promotion
of Douglas E. Barber to the position of Executive Vice President and Chief
Operating Officer. In his new role, Barber will oversee all
restaurant and retail operations, training and real estate development for
Cracker Barrel Old Country Store, Inc.
“Doug has
done an outstanding job of creating alignment and driving results in his role as
SVP, Restaurant Operations. As we focus on delivering premium returns
from our premium brand, I am confident that Doug is the right person to lead us
forward in this new role,” said Michael A. Woodhouse, CBRL Group Chairman and
CEO.
CBRL is
also announcing the resignation of Simon Turner, SVP and Chief Marketing
Officer. “Simon has made a number of valuable contributions to our
organization. We are grateful to Simon and wish him well in his
future endeavors,” said Woodhouse. A nationwide search will be
conducted for the Chief Marketing Officer.
Headquartered in Lebanon,
Tennessee, CBRL Group, Inc. presently operates 575 Cracker Barrel Old Country
Store restaurants and gift shops located in 41 states.
-END-