8-K

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): July 10, 2020

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2020, Cracker Barrel Old Country Store, Inc., a Tennessee corporation (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 Board of Directors (the “Board”) of the Company had elected Gilbert Dávila, effective as of July 10, 2020, to serve as a director until the Company’s next annual meeting of shareholders. 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 nine to ten members, effective with Mr. Dávila’s appointment. Mr. Dávila has not yet been appointed to any committees of the Board.

Mr. Dávila 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 Securities and Exchange Commission on October 11, 2019. The initial annual retainer and equity grant to be received by Mr. Dávila will be prorated for his period of service during the year in which he was elected to the Board.

There are no arrangements or understandings between Mr. Dávila, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Dávila was selected as a director of the Company. Mr. Dávila has no family relationships with any of the Company’s directors or executive officers. Mr. Dávila 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.

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 July 10, 2020
	104	Cover Page Interactive Data File (formatted as 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: July 10, 2020	CRACKER BARREL OLD COUNTRY STORE, INC.
	By:	/s/ Jill M. Golder
	Name:	Jill M. Golder
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Media Contact:

Heidi Pearce

heidi.pearce@crackerbarrel.com

(615) 235-4135

Investor Contact:

Adam Hanan

adam.hanan@crackerbarrel.com

615-443-9887

Cracker Barrel Old Country Store^® Elects Gilbert Dávila to Board of Directors

LEBANON, TN. (July 10, 2020) – Cracker Barrel Old Country Store^® (Nasdaq: CBRL) today announced that Gilbert Dávila has been elected to the company’s Board of Directors, effective immediately. Mr. Dávila is the founder and CEO of DMI Consulting - a leading multicultural marketing, diversity & inclusion and strategy firm in the United States, assisting mostly Fortune 200 companies to develop strategic growth platforms focused on America’s fastest growing populations/segments. Prior to founding DMI, Mr. Dávila spent seven years (2003-2010) as the Vice President, Global Diversity and Multicultural Market Development at The Walt Disney Company.

An expert in the fields of market segmentation, data management and digital marketing, Mr. Dávila brings valuable consumer, marketing, brand management and diversity & inclusion experience to Cracker Barrel. In addition to his work at Disney, Mr. Dávila was the Vice President, Multicultural Management for Sears & Roebuck Company, a former Marketing Director Northeast Region for Coca-Cola USA and held sales and marketing roles at Procter & Gamble. Mr. Dávila is considered a preeminent subject matter expert in attaining brand growth by targeting multicultural/inclusive segments in the United States.

“As part of our established Board succession planning initiatives and to support Cracker Barrel’s strategic focus on digital and multicultural engagement with employees and guests, we have been searching for a leader with Gilbert’s expertise and experience. We are thrilled to welcome him to our Board,” said Cracker Barrel Chairman of the Board William McCarten. “I am confident that Gilbert’s deep knowledge of digital marketing, market segmentation and Diversity & Inclusion, in addition to his decades of experience with some of the world’s most respected brands, will provide tremendous benefits to our company and our management team.”

About Cracker Barrel Old Country Store, Inc.

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) shares warm welcomes and friendly service while offering guests quality homestyle food and unique shopping – all at a fair price. By creating a world filled with hospitality and charm through an experience that combines dining and shopping, guests are cared for like family. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate 663 company-owned Cracker Barrel Old Country Store locations in 45 states and own the fast casual Maple Street Biscuit Company. For more information about the company, visit crackerbarrel.com.

CBRL-F

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XML

Document and Entity Information	Jul. 10, 2020
Cover [Abstract]
Entity Registrant Name	CRACKER BARREL OLD COUNTRY STORE, INC
Amendment Flag	false
Entity Central Index Key	0001067294
Document Type	8-K
Document Period End Date	Jul. 10, 2020
Entity Incorporation State Country Code	TN
Entity File Number	001-25225
Entity Tax Identification Number	62-0812904
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
Security 12b Title	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