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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): November 18, 2022 (November 17, 2022)

 

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered

Common Stock (Par Value $0.01) Rights to Purchase Series A Junior Participating Preferred Stock (Par Value $0.01)

  CBRL   The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

 

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 5.07.Submission of Matters to a Vote of Security Holders.

 

The Company’s 2022 annual meeting of shareholders (the “Annual Meeting”) was held on November 17, 2022. On November 17, 2022, Corporate Election Services, Inc., the inspector of election for the Annual Meeting (“CES”), delivered its certification of final voting results for the Annual Meeting to the Company. The final voting results reflect that a total of 19,095,731 shares of the Company’s common stock, out of a total of 22,167,663 shares of common stock outstanding and entitled to vote as of September 30, 2022, the record date, were present in person or represented by proxies at the Annual Meeting, and that the results for each proposal presented to the shareholders at the Annual Meeting are as set forth below:

 

Management Proposals:

 

1. Election to the Board of the following 11 director nominees:

 

   For   Withheld 
Thomas H. Barr  15,278,337   268,763 
Carl T. Berquist  15,370,013   177,087 
Jody L. Bilney  15,276,995   270,105 
Sandra B. Cochran  14,985,787   561,313 
Meg G. Crofton  15,311,478   235,622 
Gilbert R. Dávila  15,316,965   230,135 
William W. McCarten  14,946,584   600,516 
Coleman H. Peterson  14,560,438   986,662 
Gisel Ruiz  15,273,803   273,297 
Darryl L. Wade  15,371,356   175,744 
Andrea M. Weiss  14,448,213   1,098,887 

  

The following 11 directors were elected at the Annual Meeting: Thomas H. Barr, Carl T. Berquist, Jody L. Bilney, Sandra B. Cochran, Meg G. Crofton, Gilbert R. Dávila, William W. McCarten, Coleman H. Peterson, Gisel Ruiz, Darryl L. Wade, and Andrea M. Weiss. In addition, CES has advised the Company that there were 3,548,631 broker non-votes on proposal 1.

 

2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2022 proxy statement:

 

For   Against   Abstentions 
14,961,752   472,512   112,826 

  

CES has advised the Company that there were 3,548,641 broker non-votes on proposal 2.

 

3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s 2023 fiscal year:

 

For   Against   Abstentions 
18,313,107   736,497   46,127 

  

CES has advised the Company that there were no broker non-votes on proposal 3.

 

 

 

SIGNATURES

 

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: November 18, 2022   CRACKER BARREL OLD COUNTRY STORE, INC.
   
  By: /s/ Richard M. Wolfson
  Name: Richard M. Wolfson
  Title: Senior Vice President, General Counsel and Corporate Secretary