SEC Filing | Cracker Barrel Old Country Store

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cbrl8k080608.htm

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): July 31, 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 July 31, 2008, the following compensatory plans or arrangements were approved for certain officers and/or directors of CBRL Group, Inc. (the “Company”). In accordance with the instructions to Item 5.02 to Form 8-K, the information provided in this Current Report on Form 8-K covers only those current executive officers who were “named executive officers” in the Company’s most recent filing with the Commission under the Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K.

Awards Under Stock Ownership Achievement Incentive Plan (the “Ownership Plan”)

The Ownership Plan was adopted in order to encourage the early attainment of the stock ownership guidelines (the “Ownership Guidelines”) for certain officers of the Company and its subsidiaries (“Covered Officers”) (such Ownership Guidelines are posted on the Company’s website at cbrlgroup.com). The Ownership Guidelines set forth certain share ownership requirements that the Covered Officers are expected to attain over a five-year period. Under the Ownership Plan, a Covered Officer will be awarded common stock in the amount of the greater of 100 shares or two percent (2%) of the number of shares specified in the Ownership Guidelines for such Covered Officer, if the Covered Officer achieves certain specified progress each year during the five-year period toward the Ownership Guidelines. In future years, failure to achieve specified ongoing progress toward share ownership requirements would result in reduced option grants. On July 31, 2008, it was determined that each of the following executive officers had achieved the specified progress and, accordingly, were awarded the following respective number of unrestricted shares of the Company’s common stock on August 4, 2008, the first business day of the Company’s 2009 fiscal year, which began on August 2, 2008 (“2009”):

Name

Award (# of shares)

Michael A. Woodhouse

1,400

	Douglas Barber	100
	Terry Maxwell	100
	N.B. Forrest Shoaf	100

& #160;

Payouts Under the 2006 Mid-Term Incentive Retention Plan (the "2006 MTIRP")

Reference is made to the Company’s Current Report on Form 8-K dated July 28, 2005, which is incorporated herein by this reference, and which describes the 2006 MTIRP. Awards under the 2006 MTIRP vested at the end of the Company’s 2008 fiscal year, August 1, 2008. Awards under the 2006 MTIRP were earned at the minimum level, resulting in the following awards of restricted stock and dividends thereon to the named executive officers:

Name	Number of Shares	Accrued Dividends
Mr. Woodhouse	25,310	$32,397
Mr. Barber	1,470	$1,882
Mr. Maxwell	2,536	$3,246
Mr. Shoaf	2,384	$3,052

Abolition of 2008 LTPP

Reference is made to the Company’s Current Report on Form 8-K dated July 25, 2008, which is incorporated herein by this reference, and which describes the 2008 Long

Term Performance Plan (“2008 LTPP”). In connection with the transition of pay philosophy from 75th percentile performance to 50th percentile performance, the Compensation Committee and Board of Directors have abolished the 2008 LTPP. A new long-term plan will be adopted in September 2008.

Restricted Share Awards

Effective August 1, 2008, the following named executive officers received awards of shares of the Company’s common stock. These awards, which were made pursuant to the Company’s 2002 Omnibus Incentive Compensation Plan, vested immediately; however, each award is subject to a restriction on resale that is described below.

Name	Number of Shares	Restriction on Resale
Mr. Woodhouse	40,241	1/3 may be sold on or after August 1, 2009, an additional 1/3 may be sold on or after August 1, 2010 and the remaining 1/3 may be sold on or after August 1, 2011
Mr. Barber	25,875	1/2 may be sold on or after August 1, 2009, and the remaining 1/2 may be sold on or after August 1, 2010
Mr. Maxwell	12,152	1/2 may be sold on or after August 1, 2009, and the remaining 1/2 may be sold on or after August 1, 2010
Mr. Shoaf	20,603	1/2 may be sold on or after August 1, 2009, and the remaining 1/2 may be sold on or after August 1, 2010

2009 Salaries for Named Executive Officers

On July 31, 2008, the Company’s Compensation Committee established 2009 base salaries for the named executive officers. Except as set forth below, the 2009 salaries of the named executive officers are unchanged:

Name

2009 Salary

	Mr. Maxwell	$347,256
	Mr. Shoaf	$414,480

2009 Annual Bonus Plan (the “Bonus Plan”)

The Bonus Plan was adopted in order to reward officers of the Company and its subsidiaries for the Company’s 2009 financial performance. The level of bonus is based upon achievement of certain levels of operating income from continuing operations during 2009 (“2009 Income”). The Company intends for payments under the Bonus Plan to qualify as “performance based” compensation under Section 162(m) of the Internal Revenue Code to the maximum amount allowed under the Company’s 2002 Omnibus Incentive Compensation Plan. A copy of the Bonus Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference as if copied verbatim.

If 2009 Income is below 85% of the Company’s planned income (“Threshold Income”), no bonus will be paid. If 2009 Income equals or exceeds Threshold Income, each officer then would achieve between 30% and 200% of his target bonus, with each officer receiving a payment on a graduated scale depending upon the extent to which 2009 Income exceeds Threshold Income. An officer’s target bonus is equal to a percentage of his 2009 base salary as indicated in the column below labeled “Target Percentage.” The following table also indicates the threshold (minimum) and maximum bonus that the following officers would receive, expressed as a percentage of 2009 annual base salary, assuming that 2009 Income equals or exceeds Threshold Income:

Name	Target Percentage	Threshold	Maximum
Mr. Woodhouse	100%	30%	200%
Mr. Barber	100%	30%	200%
Mr. Maxwell	70%	21%	140%
Mr. Shoaf	70%	21%	140%

2009 Long-Term Incentive Plan (the “2009 LTI”)

The 2009 LTI will be established by the Company’s Compensation Committee in September 2008. An officer’s target award under the 2009 LTI is equal to a percentage of his 2009 base salary as indicated in the column below labeled “Target Percentage:”

		Target
	Name	Percentage
	Mr. Woodhouse	250%
	Mr. Barber	200%
	Mr. Maxwell	80%
	Mr. Shoaf	130%

Inducement Award to Michael A. Woodhouse

Effective August 1, 2008, Mr. Woodhouse was granted 75,000 shares of the Company’s common stock subject to a restriction that the shares may not be sold by him until the earlier of: (i) August 1, 2010; or (ii) the termination of Mr. Woodhouse’s employment with the Company. This grant was made in order to induce Mr. Woodhouse to cancel an award of 125,000 shares of the Company’s restricted stock disclosed in the Company’s Current Report on Form 8-K dated August 1, 2006 and to negotiate and enter into a new employment agreement with the Company during the 2009 fiscal year.

Item 7.01.

Regulation FD Disclosure.

On August 1, 2008, the Company issued the press release, which is furnished hereto as Exhibit 99.1 announcing that its Board of Directors had authorized the repurchase of up to $65 million of the Company’s common stock to be made from time to time through open market transactions at management’s discretion and that the Company has set November 25, 2008 as the date for this year’s annual meeting of the Company’s shareholders, which will be held in Lebanon, Tennessee at the Company’s offices. The Company has established September 29, 2008 as the record date for voting at the annual meeting.

On August 5, 2008, the Company issued the press release, which is furnished hereto as Exhibit 99.2 and incorporated by reference as if fully set forth herein, announcing the comparable store sales for its Cracker Barrel Old Country Store® restaurants and gift shops for the five-week period ending Friday, August 1, 2008.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

See Exhibit Index immediately following the signature page to this Current Report on Form 8-K.

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: August 6, 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

10.1	CBRL Group, Inc. FY 2009 Annual Bonus Plan

99.1	Press Release dated August 1, 2008 re share repurchase and annual meeting dates (furnished only)

99.2	Press Release dated August 5, 2008 re sales for the five-week period ended August 1, 2008 (furnished only)

exhibit101.htm

EXHIBIT 10.1

CBRL GROUP, INC.

and

SUBSIDIARIES

FY 2009 Annual Bonus Plan

ARTICLE I

General

1.1 Establishment of the Plan. Pursuant to the 2002 Omnibus Incentive Compensation Plan (the "Omnibus Plan"), the Compensation and Stock Option Committee (the "Committee") of the Board of Directors of CBRL Group, Inc. (the “Company”) hereby establishes this FY 2009 Annual Bonus Plan (the "ABP").

1.2 Plan Purpose. The purpose of this ABP is to specify appropriate opportunities to earn a bonus with respect to the Company’s 2009 fiscal year (an “Annual Bonus”) in order to reward officers of the Company and of its subsidiaries for the Company's financial performance during fiscal year 2009 and to further align their interests with those of the shareholders of the Company.

1.3 ABP Subject to Omnibus Plan. This ABP is established pursuant to, and it comprises a part of the Omnibus Plan. Accordingly, all of the terms of the Omnibus Plan are incorporated in this ABP by reference as if included verbatim. In case of a conflict between the terms and conditions of the ABP and the Omnibus Plan, the terms and conditions of the Omnibus Plan shall supersede and control the issue.

ARTICLE II

Definitions

2.1 Omnibus Plan Definitions. Capitalized terms used in this ABP without definition have the meanings ascribed to them in the Omnibus Plan, unless otherwise expressly provided.

2.2 Other Definitions. In addition to those terms defined in the Omnibus Plan and elsewhere in this ABP, whenever used in this ABP, the following terms have the meanings set forth below:

	(a)	“2009 Operating Income” means, operating income during the 2009 fiscal year, excluding extraordinary gains or losses and the effects of any sale of assets (other than
		in the ordinary course of business).

	(b)	“2009 Plan Income” means the Company’s operating income as set forth in the 2009 annual plan approved by the Board of Directors within the first 90 days of the
		Performance Period.

	(c)	“Maximum Performance Income” means a multiple of 2009 Plan Income approved by the Board of Directors within the first 90 days of the Performance Period.

	(d)	"Performance Period” means the Company's 2009 fiscal year.

	(e)	"Qualified Performance Factor" is that number ranging from 30% to 200% determined by reference to a degree of achievement of 2009 Plan Income, ranging from
		Threshold Income to Maximum Performance Income approved by the Board of Directors within the first 90 days of the Performance Period.

	(f)	“Target Bonus” means an Award equal to a percentage of a Participant's applicable annual base salary established within the first 90 days of the Performance
		Period or, in the case of new hires or Participants who are promoted, established at the time of hiring or promotion and the portion of fiscal year 2009 for which the
		salary is applicable, consistent with those established for the same or similar position by the Committee within the first 90 days of the Performance Period.

	(g)	"Threshold Income" means a multiple of 2009 Plan Income approved by the Board of Directors within the first 90 days of the Performance Period.

ARTICLE III

Eligibility; Calculation and Payment of Awards

3.1 Eligibility. The Participants in the ABP shall be those persons designated by the Committee during the first 90 days of the Company's 2009 fiscal year, and those hired or promoted during the fiscal year and at that time designated as Participants by the Committee.

3.2 Calculation and Payment of Awards. After the close of the Performance Period, the Committee shall certify in writing the achievement of the applicable Qualified Performance Factor and the amounts of any Annual Bonus payable to each Participant under the applicable formula and standards. The Annual Bonus due any Participant shall be calculated by multiplying the Qualified Performance Factor by the Target Bonus. No Annual Bonus shall be paid if 2009 operating Income is less than Threshold Income and the maximum bonus is achieved at Maximum Performance Income. Any Annual Bonus due shall be paid within a reasonable time after certification of the achievement of the Qualified Performance Factor by the Committee.

ARTICLE IV

Termination of Employment

4.1 Termination of Employment. Except upon death or disability, if, prior to the certification of the Award as set forth in Section 3.2, a Participant’s employment is terminated or the Participant voluntarily resigns, all of the Participant’s rights to an Annual Bonus shall be forfeited. If a Participant’s employment is terminated because of a Participant's death or disability, the Annual Bonus shall be reduced to reflect only the period of employment prior to termination. The adjusted Award shall be based upon the number of days of employment during the Performance Period. In the case of a Participant’s disability, the employment termination shall be deemed to have occurred on the date the Committee determines that the disability has occurred, pursuant to the Company’s then-effective group long-term disability insurance benefit for officers. The pro-rated Award thus determined shall be payable at the time specified in Section 3.2.

exhibit991.htm

EXHIBIT 99.1

[CBRL GROUP, INC. LOGO]

POST OFFICE BOX 787

LEBANON, TENNESSEE

37088-0787

C B R L G R O U P , I N C .

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 STOCK REPURCHASE PLAN

Sets dates for 2008 Shareholder Meeting

LEBANON, Tenn. – August 1, 2008 – CBRL Group, Inc. (“the Company”) (Nasdaq: CBRL) today announced that its Board of Directors had authorized the repurchase of up to $65 million of the Company’s common stock to be made from time to time through open market transactions at management’s discretion.

The Company also announced that it would hold its annual shareholders’ meeting at the Company’s headquarters in Lebanon, Tennessee on November 25, 2008. Shareholders of record at the close of business on September 29, 2008 will be entitled to notice of and to vote at the annual meeting.

Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates 577 Cracker Barrel Old Country Store® restaurants and gift shops located in 41 states.

- END -

exhibit992.htm

EXHIBIT 99.2

[CBRL GROUP, INC. LOGO]

POST OFFICE BOX 787

LEBANON, TENNESSEE

37088-0787

C B R L G R O U P , I N C .

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 REPORTS JULY COMPARABLE SALES

LEBANON, Tenn. – August 5, 2008 – CBRL Group, Inc. (the “Company”) (Nasdaq: CBRL) today reported comparable store sales for its Cracker Barrel Old Country Store® restaurants and gift shops for the five-week period ending Friday, August 1, 2008. The sales are compared with the five-week period ending August 3, 2007, not the prior-year fiscal period.

	·	Comparable store restaurant sales were down 1.0%, including the effects of an approximately 3.9% higher average check that resulted primarily from an average menu price
		increase of approximately 3.7%.
	·	Comparable store retail sales were flat.
	·	Fourth quarter comparable store restaurant sales were down 0.8%, which included the effects of approximately 3.7% higher average check. Comparable store retail sales
		increased 0.8%.
	·	Fiscal 2008 comparable store restaurant sales increased 0.5%, which included the effects of an approximately 3.4% higher average check. Comparable store retail sales were
		down 0.3%.

As the Company has previously announced, following this report, it will no longer report sales results monthly. Beginning in fiscal 2009, quarterly sales results will be reported when the Company releases quarterly financial results.

The Company expects to release its fourth quarter and fiscal year 2008 financial results on September 16, 2008 before the market opens, and to host an investor conference call that same day at 11:00 a.m. Eastern Time to discuss those results and the initial outlook for fiscal 2009.

Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates 577 Cracker Barrel Old Country Store restaurants and gift shops located in 41 states.

- END -