UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Gisel Ruiz to the Board of Directors
On September 14, 2020, Cracker Barrel Old Country Store, Inc. (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 5.02, announcing that, effective immediately, the Company’s Board of Directors (the “Board”) had elected Gisel Ruiz to serve as a director until the 2020 Annual Meeting of the Shareholders of the Company (the “2020 Annual Meeting”). Pursuant thereto and to the Company’s Amended and Restated Bylaws and in accordance with its Amended and Restated Charter, the Board increased the size of the Board from ten to eleven members, effective with Ms. Ruiz’s appointment and until the 2020 Annual Meeting. Ms. Ruiz has not yet been appointed to any committees of the Board.
Ms. Ruiz will receive compensation as an outside director generally in accordance with the Company’s outside director compensation practices described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on October 11, 2019. The initial annual retainer and equity grant to be received by Ms. Ruiz will be prorated for her period of service during the year in which she first joined the Board.
There are no arrangements or understandings between Ms. Ruiz, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Ruiz was selected as a director of the Company. Ms. Ruiz has no family relationships with any of the Company’s directors or executive officers. Ms. Ruiz 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.
Retirement of Richard J. Dobkin from the Board of Directors
On September 14, 2020, Richard J. Dobkin notified the Company that he intends not to stand for re-election to the Board and to retire from service on the Board, to be effective upon the expiration of his current term as of the start of the 2020 Annual Meeting. Mr. Dobkin’s decision not to stand for re-election and retire from the Board is not the result of any disagreement with the Company.
Pursuant to the Company’s Amended and Restated Bylaws and in accordance with its Amended and Restated Charter, the Board expects to decrease the size of the Board from eleven to ten members effective upon, and thus eliminate the vacancy created by, Mr. Dobkin’s retirement.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | ||
| Exhibit No. | Description | ||
| 99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc. dated September 14, 2020 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||
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: September 14, 2020 | CRACKER BARREL OLD COUNTRY STORE, INC. | |
| By: | /s/ Richard M. Wolfson | |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |