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): August 13, 2012 (August 9, 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 August 9, 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 13 to 14 members, effective as of August 13, 2012. On August 13, 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 had elected Norman E. Johnson, effective as of August 13, 2012, to serve as a director and fill the vacancy created by the increase to the size of the Board. Mr. Johnson has not yet been appointed to any committees of the Board.
There are no arrangements or understandings between Mr. Johnson, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Johnson was selected as a director of the Company. Mr. Johnson has not 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 Mr. Johnson in connection with his election to the Board.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| 99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc., dated as of August 13, 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: August 13, 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 August 13, 2012. | |
Exhibit 99.1
POST OFFICE BOX 787
LEBANON, TENNESSEE
37088-0787
| Investor Contact: | Lawrence E. Hyatt | |
| (615) 235-4432 | ||
| Media Contact: |
Julie K. Davis | |
| (615) 443-9266 |
CRACKER BARREL ELECTS NORMAN JOHNSON TO BOARD OF DIRECTORS
LEBANON, Tenn, — August 13, 2012 – As part of its ongoing board succession process, Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) has elected Norman Johnson to its Board of Directors, effective immediately. Mr. Johnson served as chief executive officer of Clarcor (NYSE: CLC), one of the world’s largest filtration companies, for over 10 years through December 2011 at which time he became Executive Chairman of Clarcor. Mr. Johnson is the newest of seven members who have joined the Cracker Barrel board within the last 18 months. As previously announced, four of the current 14 members of the Board do not plan to stand for election at the annual shareholders’ meeting on November 15, 2012.
“We’re very pleased that Norm has agreed to join our Board and look forward to the experience and judgment he brings to the board room as we continue to strengthen the Cracker Barrel brand and enhance our operations,” said Sandra B. Cochran, President and Chief Executive Officer. She added, “Norm has extensive operational and managerial experience and a history of creating shareholder value. He will add valuable perspective to our board.”
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.
- MORE -
Cracker Barrel Welcomes New Board Member
August 13, 2012
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) was established in 1969 in Lebanon, Tenn. and operates 616 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.
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