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 1, 2017 (July 26, 2017)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2017, 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 9 to 10 members, effective as of July 26, 2017. On August 1, 2017, 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 Mary (“Meg”) G. Crofton, effective as of July 26, 2017, to serve as a director and fill the vacancy created by the increase to the size of the Board. Ms. Crofton has not yet been appointed to any committees of the Board.
There are no arrangements or understandings between Ms. Crofton, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Crofton was selected as a director of the Company. Ms. Crofton 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, Ms. Crofton in connection with her 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 August 1, 2017 | |||
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.
| CRACKER BARREL OLD COUNTRY STORE, INC. | ||||||||
| Date: August 1, 2017 | By: | /s/ Jill M. Golder | ||||||
| Name: | Jill M. Golder | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc. dated August 1, 2017 | |
Exhibit 99.1
Media Contact:
Janella Escobar
janella.escobar@crackerbarrel.com
(615) 235-4618
Investor Contact:
Jessica Hazel
jessica.hazel@crackerbarrel.com
(615) 235-4367
Cracker Barrel Old Country Store® Elects Meg Crofton to Board of Directors
LEBANON, Tenn. (Aug. 1, 2017) – Cracker Barrel Old Country Store® (Nasdaq: CBRL) today announced that Meg Crofton has been elected to the company’s Board of Directors, effective immediately. A 35-year veteran of The Walt Disney Company, Ms. Crofton served as president of Walt Disney Parks and Resorts, United States and France before retiring in 2015.
Ms. Crofton brings extensive hospitality experience to Cracker Barrel and is widely known and respected for her leadership and passion for a world-class customer and employee experience. As president of Walt Disney Parks and Resorts, United States and France, she was responsible for the operations of the company’s theme parks and resorts in Florida, California and Paris. In addition, the division’s global functional lines of business reported to her – food and beverage, merchandise, hotel and park operations, facilities/maintenance, safety and security. Throughout her Disney career, Ms. Crofton held a wide range of executive positions in both operating and functional areas, as well as key leadership roles in the openings of many domestic and international properties.
“We’re very pleased to have Meg join our Board and look forward to the experience and judgment she brings as we continue to strengthen the Cracker Barrel brand,” said Cracker Barrel Chairman of the Board James W. Bradford. “Meg’s focus on helping leaders to realize their greatest potential in order to drive business performance, as well as her belief that a great guest experience depends on a great employee experience will add a valuable perspective to our board.”
About Cracker Barrel Old Country Store, Inc.
Cracker Barrel Old Country Store provides 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 645 company-owned Cracker Barrel locations and four company-owned Holler & Dash Biscuit House locations across 44 states. Every Cracker Barrel store is open seven days a week with hours Sunday through Thursday, 6 a.m. – 10 p.m., and Friday and Saturday, 6 a.m. - 11 p.m. For more information, visit: crackerbarrel.com.
CBRL-F
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