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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| 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) |
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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 November 16, 2023, Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), appointed Brian T. Vaclavik, 57, as the Company’s Vice President, Controller and Principal Accounting Officer. Mr. Vaclavik had recently joined the Company in October 2023 as the Company’s Vice President and Controller. Prior to joining the Company, Mr. Vaclavik most recently served as Vice President - Controller of Access TeleCare, Inc. from July 2022 until May 2023. From April 2021 until July 2022, Mr. Vaclavik served as the Vice President, Controller and Chief Accounting Officer of Tuesday Morning Corporation, and from February 2021 until April 2021, Mr. Vaclavik served as a consultant for Pass 4 People Consulting, LLC. Mr. Vaclavik served as the Senior Vice President and Chief Accounting Officer of Tailored Brands Inc. from June 2014 until April 2020. Mr. Vaclavik has no family relationships that would require disclosure under Item 401(d) of Regulation S-K in this Current Report, and he is not a party to any material plan, contract or arrangement with the Company other than those generally available to all Vice President-level officers of the Company. Mr. Vaclavik neither is a party to nor has any direct or indirect material interest in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K in this Current Report.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) was held on November 16, 2023. On November 16, 2023, 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 18,937,602 shares of the Company’s common stock, out of a total of 22,157,665 shares of common stock outstanding and entitled to vote as of September 29, 2023, 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 Directors of the following ten director nominees:
| For | Withheld | |||||||
| Thomas H. Barr | 13,905,625 | 1,416,973 | ||||||
| Carl T. Berquist | 15,092,445 | 230,153 | ||||||
| Jody L. Bilney | 15,031,210 | 291,388 | ||||||
| Sandra B. Cochran | 14,414,523 | 908,075 | ||||||
| Meg G. Crofton | 14,946,712 | 375,886 | ||||||
| Gilbert R. Dávila | 14,934,149 | 388,449 | ||||||
| Julie Masino | 15,102,453 | 220,145 | ||||||
| William Moreton | 15,097,301 | 225,297 | ||||||
| Gisel Ruiz | 15,076,716 | 245,882 | ||||||
| Darryl L. Wade | 15,058,226 | 264,372 | ||||||
The following ten 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, Julie Masino, William Moreton, Gisel Ruiz and Darryl L. Wade. In addition, CES has advised the Company that there were 3,615,004 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 2023 proxy statement (“say-on-pay”):
| For | Against | Abstentions | ||||||||
| 14,545,460 | 675,649 | 101,482 | ||||||||
CES has advised the Company that there were 3,615,011 broker non-votes on proposal 2.
3. Adoption of a non-binding advisory recommendation on the frequency with which the Company conducts future say-on-pay votes:
| 1 Year | 2 Year | 3 Years | Abstentions | |||||||||||
| 15,021,761 | 58,398 | 165,014 | 77,411 | |||||||||||
CES has advised the Company that there were 3,615,018 broker non-votes on proposal 3.
Based on the voting results set forth above, the Company’s Board of Directors has determined that future advisory say-on-pay votes by the Company’s shareholders will be conducted on an annual basis.
4. 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 | ||||||||
| 17,977,797 | 912,964 | 46,841 | ||||||||
CES has advised the Company that there were no broker non-votes on proposal 4.
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 17, 2023 | CRACKER BARREL OLD COUNTRY STORE, INC. | |
| By: | /s/ Richard M. Wolfson | |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Cover |
Nov. 16, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 16, 2023 |
| Entity File Number | 001-25225 |
| Entity Registrant Name | CRACKER BARREL OLD COUNTRY STORE, INC. |
| Entity Central Index Key | 0001067294 |
| Entity Tax Identification Number | 62-0812904 |
| Entity Incorporation, State or Country Code | TN |
| Entity Address, Address Line One | 305 Hartmann Drive |
| Entity Address, City or Town | Lebanon |
| Entity Address, State or Province | TN |
| Entity Address, Postal Zip Code | 37087 |
| City Area Code | 615 |
| Local Phone Number | 444-5533 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock (Par Value $0.01) Rights to Purchase Series A Junior Participating Preferred Stock (Par Value $0.01) |
| Trading Symbol | CBRL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |