Tennessee | 0-25225 | 62-1749513 | ||
(State or Other | (Commission File Number) | (IRS Employer | ||
Jurisdiction of Incorporation) |
Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| On July 28, 2011, the Board appointed Sandra B. Cochran, 52, currently President and Chief Operating Officer of the Company, to serve as Chief Executive Officer effective as of September 12, 2011. Upon Ms. Cochrans appointment as Chief Executive Officer, she will continue to serve as President of the Company but will no longer serve as Chief Operating Officer. No replacement is being appointed to the position of Chief Operating Officer at this time. | |
From April 2009 until November 2010, Ms. Cochran served Executive Vice President and Chief Financial Officer of the Company and was named President and Chief Operating Officer of the Company on November 3, 2010. Ms. Cochran previously served from 2004 until 2009 as Chief Executive Officer of Books-A-Million, Inc. (Books-A-Million), a leading book retailer in the southeastern United States. Prior to joining Books-A-Million, Ms. Cochran served as a vice president (as well as in other capacities) of SunTrust Securities, Inc., a subsidiary of SunTrust Banks, Inc., for more than five years. Ms. Cochran 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. Cochran in connection with the announcement of Ms. Cochrans prospective appointment as Chief Executive Officer. | ||
| On July 28, 2011, Michael A. Woodhouse, currently Chairman and Chief Executive Officer of the Company, notified the Company of his intention to resign as Chief Executive Officer effective upon Ms. Cochrans appointment to that position. Mr. Woodhouse will continue to serve as Executive Chairman of the Company. | |
| On July 27, 2011, the Board, pursuant to the Companys Bylaws and in accordance with its Charter, increased the size of the Board from 10 to 11 members. On the same date, the Company elected James W. Bradford as a director, effective immediately, to fill the vacancy created by the increase to the size of the Board. Mr. Bradford has not yet been appointed to any committees of the Board. | |
There are no arrangements or understandings between Mr. Bradford and any other persons pursuant to which he was selected as a director of the Company. Mr. Bradford 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, Mr. Bradford in connection with Mr. Bradfords election to the Board. | ||
| On July 28, 2011, directors Robert C. Hilton and Jimmie D. White informed the Company that they do not intend to stand for re-election to the Companys Board when their terms expire at the Companys 2011 annual meeting of shareholders. Messrs. Hilton and White will continue to serve as directors until that time. Neither Mr. Hiltons nor Mr. Whites |
decision is due to any disagreement with the Company on any matter relating to the Companys operations, policies, or practices. |
Item 7.01 | Regulation FD Disclosure. |
Item 9.01 | Financial Statements and Exhibits. |
99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc. dated
August 1, 2011 |
Date: August 1, 2011 | CRACKER BARREL OLD COUNTRY STORE, INC. | |||
By: | /s/ N.B. Forrest Shoaf | |||
Name: | N.B. Forrest Shoaf | |||
Title: | Senior Vice President, Secretary and Chief Legal Officer |
Exhibit No. | Description | |||
99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc. dated
August 1, 2011 |
POST OFFICE BOX 787 LEBANON, TENNESSEE 37088-0787 |
Investor Contact: | Lawrence E. Hyatt (615) 235-4432 |
Media Contact: | Julie K. Davis (615) 443-9266 |
| Sandra B. Cochran, President and COO, Named President and CEO and a Director Effective September 12, 2011 | ||
| Michael A. Woodhouse, Chairman and CEO, To Become Executive Chairman | ||
| James W. Bradford, Dean of Vanderbilt Universitys Owen Graduate School of Management, Appointed to Board |
| Sandra B. Cochran, currently President and Chief Operating Officer, a post she has held since November 2010, has been named President and Chief Executive Officer, effective September 12, 2011, at which time she is also slated to become a member of the Board of Directors. Ms. Cochran joined Cracker Barrel in April 2009 as Executive Vice President and Chief Financial Officer after serving in executive positions, including as Chief Executive Officer of Books-A-Million, the nations third largest book retailer. | ||
| Michael A. Woodhouse, currently Chairman and Chief Executive Officer, will become Executive Chairman, effective upon Ms. Cochran becoming Chief Executive Officer. He has been Chairman of the Board since November 2004 and Chief Executive Officer since August 2001. He joined Cracker Barrel in 1995 as Senior Vice President and CFO. |
| James W. Bradford has been appointed to the Companys Board of Directors, effective immediately. Mr. Bradford is dean and Ralph Owen Professor for the Practice of Management at Vanderbilt Universitys Owen Graduate School of Management. An experienced corporate executive, Bradford previously served as President and Chief Executive Officer of United Glass Corporation, a consolidation of glass fabricators in the United States and Canada, from 1999 to 2001 and as President and Chief Executive Officer of AFG Industries Inc., North Americas largest vertically integrated glass manufacturing and fabrication company, from 1992 to 1999, after joining that company in 1984 as general counsel following 11 years in private practice. | ||
| Directors Robert C. Hilton and Jimmie D. White have informed the Company that they do not intend to stand for re-election at the 2011 Annual Meeting. They have served on the Board for 30 and 18 years, respectively. |