UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Proxy Statement | |
| þ | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to §240.14a-12 |
Cracker Barrel Old Country Store, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-1l. |
| (1) | Title of each class of securities to which transaction applies: | ||
| (2) | Aggregate number of securities to which transaction applies: | ||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| (4) | Proposed maximum aggregate value of transaction: | ||
| (5) | Total fee paid: | ||
| o | Fee paid previously with preliminary materials. | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: | ||
| (2) | Form, Schedule or Registration Statement No.: | ||
| (3) | Filing Party: | ||
| (4) | Date Filed: | ||
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be Held on December 2, 2009
to be Held on December 2, 2009
CRACKER BARREL OLD COUNTRY
STORE, INC.
STORE, INC.
CRACKER BARREL OLD COUNTRY STORE, INC.
C/O AMERICAN STOCK TRANSFER & TRUST COMPANY
3201 15TH AVENUE
BROOKLYN, NY 11219
C/O AMERICAN STOCK TRANSFER & TRUST COMPANY
3201 15TH AVENUE
BROOKLYN, NY 11219
Meeting Information
Meeting Type: Annual
For holders as of: October 5, 2009
Date: December 2, 2009 Time: 10:00 AM CST
For holders as of: October 5, 2009
Date: December 2, 2009 Time: 10:00 AM CST
| Location: | CRACKER BARREL OLD COUNTRY STORE, INC. 305 HARTMANN DRIVE LEBANON, TENNESSEE 37087 |
You are receiving this communication because you hold
shares in the above named company.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview
of the more complete proxy materials that are available to
you on the Internet. You may view the proxy materials
online at www.proxyvote.com or easily request a paper copy
(see reverse side).
We encourage you to access and review
all of the important information contained in the proxy
materials before voting.
See the reverse side of this notice to obtain proxy
materials and voting instructions.
— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO
charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: |
www.proxyvote.com | |
2) BY TELEPHONE: |
1-800-579-1639 | |
3) BY E-MAIL*: |
sendmaterial@proxyvote.com |
| * | If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line. |
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor.
Please make the request as instructed above on or before November 18, 2009 to facilitate timely
delivery.
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited
to, the possession of an attendance ticket issued by the entity holding the meeting. Please check
the meeting materials for any special requirements for meeting attendance. At the Meeting you will
need to request a ballot to vote these shares.
Vote By Internet: To access the form of proxy and vote now by Internet, go to www.proxyvote.com.
Have the 12 Digit Control Number available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include
a proxy card.
Voting Items
The Board of Directors recommends that
you vote FOR the following:
you vote FOR the following:
| 1. | Election of Directors Nominees: |
| 01) Robert V. Dale | 06) Martha M. Mitchell | |||
| 02) Richard J. Dobkin | 07) Andrea M. Weiss | |||
| 03) Robert C. Hilton | 08) Jimmie D. White | |||
| 04) Charles E. Jones, Jr. | 09) Michael A. Woodhouse | |||
| 05) B.F. “Jack” Lowery |
The Board of Directors recommends you vote FOR the following proposal(s):
| 2. | TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010. |
|
| 3. | TO APPROVE THE PROPOSED AMENDMENT TO THE CRACKER BARREL 2002 OMNIBUS INCENTIVE
COMPENSATION PLAN TO CHANGE THE EQUITY COMPENSATION FOR NON-MANAGEMENT DIRECTORS FROM A
FIXED NUMBER OF SHARES TO A TARGETED VALUE. |