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
Date of Report (date of earliest event
reported): November 23, 2020 (
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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. |
The Board of Directors (the “Board”) of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), previously approved, subject to shareholder approval, the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan (the “Plan”). As described below under Item 5.07, the Company’s shareholders approved the Plan at the Company’s 2020 annual meeting of shareholders, held on November 19, 2020 (the “Annual Meeting”). The Plan became effective on November 19, 2020.
The material terms of the Plan were described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on October 1, 2020 (the “Proxy Statement”) under the caption “PROPOSAL 3: APPROVAL OF THE CRACKER BARREL OLD COUNTRY STORE, INC. 2020 OMNIBUS INCENTIVE PLAN.” The Plan is scheduled to terminate on November 19, 2030.
The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan set forth as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on November 19, 2020 at the Company’s headquarters in Lebanon, Tennessee. On November 23, 2020, First Coast Results, Inc., the inspector of election for the Annual Meeting (“First Coast”), delivered its certification of final voting results for the Annual Meeting to the Company. The final voting results reflect that a total of 18,455,290 shares of the Company’s common stock, out of a total of 23,697,396 shares of common stock outstanding and entitled to vote as of September 18, 2020, 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:
1. Election to the Board of ten of the following eleven director nominees:
| For | Withheld | |||||||
| Thomas H. Barr | 17,476,800 | 244,324 | ||||||
| Carl T. Berquist | 17,631,767 | 89,357 | ||||||
| Sandra B. Cochran | 17,622,168 | 98,956 | ||||||
| Meg G. Crofton | 17,470,599 | 250,525 | ||||||
| Gilbert R. Dávila | 17,620,330 | 100,794 | ||||||
| Norman E. Johnson | 11,280,272 | 3,894,261 | ||||||
| William W. McCarten | 17,411,726 | 308,398 | ||||||
| Coleman H. Peterson | 17,366,422 | 354,702 | ||||||
| Gisel Ruiz | 17,624,439 | 96,685 | ||||||
| Andrea M. Weiss | 17,583,821 | 137,303 | ||||||
| Raymond P. Barbrick | 2,462,662 | 83,929 | ||||||
| * | The Company’s proxy solicitor, Okapi Partners LLC (“Okapi”), has informed the Company that Okapi determined that certain entities affiliated with Sardar Biglari (collectively, “Biglari”) withheld 2,055,141 votes for Mr. Johnson. |
The following ten directors were elected at the Annual Meeting: Thomas H. Barr, Carl T. Berquist, Sandra B. Cochran, Meg G. Crofton, Gilbert R. Dávila, Norman E. Johnson, William W. McCarten, Coleman H. Peterson, Gisel Ruiz and Andrea M. Weiss. In addition, First Coast has advised the Company that there were zero 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 2020 proxy statement (“say-on-pay”):
| For | Against | Abstentions | ||
| 6,354,598 | *11,137,415 | 229,105 |
| * | Okapi has informed the Company that Okapi determined that Biglari voted 2,055,141 shares against this proposal. |
First Coast has advised the Company that there were zero broker non-votes on proposal 2.
3. Approval of the Plan:
| For | Against | Abstentions | ||
| 14,832,874 | *2,723,715 | 164,528 |
| * | Okapi has informed the Company that Okapi determined that Biglari voted 2,055,141 shares against this proposal. |
First Coast has advised the Company that there were zero broker non-votes on proposal 3.
4. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s 2021 fiscal year:
| For | Against | Abstentions | ||
| 17,826,546 | 557,105 | 71,637 |
First Coast has advised the Company that there were zero broker non-votes on proposal 4.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | ||
| Exhibit No. | Description | ||
| 10.1 | Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan. | ||
| 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.
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Date: November 23, 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 | |