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): May 31, 2012 (May 30, 2012)
CRACKER BARREL OLD COUNTRY STORE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Tennessee | 001-25225 | 62-0812904 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
305 Hartmann Drive, Lebanon, Tennessee 37087
(Address of Principal Executive Offices) (Zip code)
(615) 444-5533
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below 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 May 30, 2012, the Board of Directors (the “Board”) of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), pursuant to the Company’s Bylaws and in accordance with its Charter, increased the size of the Board from 11 to 13 members. On May 31, 2012, the Company issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K and that is incorporated by reference into this Item announcing that the Company elected Thomas H. Barr and Glenn A. Davenport, effective immediately, to serve as directors and fill the vacancies created by the increase to the size of the Board. Messrs. Barr and Davenport, who were elected to the Board on May 30, 2012, have not yet been appointed to any committees of the Board.
There are no arrangements or understandings between Mr. Barr or Mr. Davenport, on the one hand, and any other persons, on the other hand, pursuant to which either Mr. Barr or Mr. Davenport was selected as a director of the Company. Neither Mr. Barr nor Mr. Davenport has been a party to any transactions that would be required to be reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K. The Company did not enter into any material plan, contract or arrangement with, and did not make a grant or award to, either of Mr. Barr or Mr. Davenport in connection with his respective election to the Board.
In addition, directors Robert V. Dale and B.F. (“Jack”) Lowery have informed the Company that they do not intend to stand for election to the Company’s Board when their terms expire at the Company’s next annual meeting of shareholders. Messrs. Dale and Lowery will continue to serve as directors until that time. Neither Mr. Dale’s nor Mr. Lowery’s decision to retire is due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(d) Exhibits.
| 99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc., dated as of May 31, 2012 |
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.
| Date: May 31, 2012 | CRACKER BARREL OLD COUNTRY STORE, INC. | |||||
| By: | /s/ Lawrence E. Hyatt | |||||
| Name: | Lawrence E. Hyatt | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press Release issued by Cracker Barrel Old Country Store, Inc., dated as of May 31, 2012 | |
Exhibit 99.1
| Investor Contact: | Lawrence E. Hyatt | |
| (615) 235-4432 | ||
| Media Contact: | Julie K. Davis | |
| (615) 443-9266 | ||
CRACKER BARREL ANNOUNCES NEXT STEPS IN CONTINUING BOARD SUCCESSION PROCESS
• Two New Directors Appointed to Board
• Directors B.F. “Jack” Lowery and Robert V. Dale to Retire at End of Current Term
LEBANON, Tenn, — May 31, 2012 - Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) today announced the election of Tom Barr and Glenn Davenport to its Board of Directors, effective immediately. This election marks the next phase of the Company’s continuing Board succession process and brings the number of Cracker Barrel Board members to 13, 11 of whom are independent and six of whom have joined the Board during the past 12 months. These elections further enhance the Board’s food service industry expertise.
| • | Mr. Barr, age 44, serves as Vice President, Global Coffee, at Starbucks Coffee Company (Nasdaq: SBUX) and has been a member of Starbucks’ marketing and products team since 2000 with responsibilities for Starbucks U.S. retail coffee business. During his 11 years with Starbucks, Mr. Barr has led North American Marketing, U.S. Product Management, and U.S. Food categories in senior executive roles. |
| • | Mr. Davenport, age 58, spent 33 years with Morrison Management Specialists, a food service company that provides food, nutrition and dining services to healthcare systems and senior living communities in 41 states, and held various senior management positions, including 12 years as Chairman/CEO. Mr. Davenport is currently a board member for Pate Dawson Company, a private national food distributor, and Team Health Holdings Inc. (NYSE: TMH). |
“Tom Barr is a talented and energetic marketing executive who brings with him deep experience in brand building and innovation,” said James W. Bradford, Chairman of the Nominating and Governance Committee of the Board of Directors. “Tom has a passion for the guest experience that has enabled him to build and execute strategies that are appealing to a broad range of customers.”
Mr. Bradford continued, “We are pleased to have someone of Glenn Davenport’s stature joining the Cracker Barrel Board. Glenn is a seasoned, well-respected executive with a long history in the restaurant industry. His insights will be valuable.”
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Cracker Barrel Announces Next Steps in Board Succession Process
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May 31, 2012
Mr. Bradford further stated, “Tom and Glenn are welcome additions to the Board as we continue to capitalize on our unique brand, strengthen our operations and enhance the guest experience, all while delivering value to our shareholders.”
The Company also announced that directors B.F. “Jack” Lowery and Robert V. Dale have informed the Board of their intention to retire at the end of their current term.
“On behalf of our entire company, I want to thank Jack and Bobby for their invaluable service and commitment,” said President and Chief Executive Officer Sandra B. Cochran. “Their contributions helped make Cracker Barrel one of the most highly differentiated, successful restaurant concepts in America and we appreciate all their thoughtful judgment and leadership for the benefit of our shareholders, employees and customers.”
About Cracker Barrel
Cracker Barrel Old Country Store restaurants provide a friendly home-away-from-home in its old country stores and restaurants. Guests are cared for like family while relaxing and enjoying real home-style food and shopping that’s surprisingly unique, genuinely fun and reminiscent of America’s country heritage…all at a fair price. The restaurants serve up delicious, home-style country food such as meatloaf and homemade chicken n’ dumplins as well as our signature biscuits using an old family recipe. The authentic old country retail store is fun to shop and offers unique gifts and self-indulgences.
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) was established in 1969 in Lebanon, Tenn. and operates 615 company-owned locations in 42 states. Every Cracker Barrel unit is open seven days a week with hours Sunday through Thursday, 6:00 a.m. – 10:00 p.m., and Friday and Saturday, 6:00 a.m. – 11:00 p.m. For more information, visit: crackerbarrel.com.