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 18, 2022 (
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) (Zip code)
(
(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 | ||
|
|
(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 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s 2022 annual meeting of shareholders (the “Annual Meeting”) was held on November 17, 2022. On November 17, 2022, 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 19,095,731 shares of the Company’s common stock, out of a total of 22,167,663 shares of common stock outstanding and entitled to vote as of September 30, 2022, 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 the following 11 director nominees:
| For | Withheld | |||||
| Thomas H. Barr | 15,278,337 | 268,763 | ||||
| Carl T. Berquist | 15,370,013 | 177,087 | ||||
| Jody L. Bilney | 15,276,995 | 270,105 | ||||
| Sandra B. Cochran | 14,985,787 | 561,313 | ||||
| Meg G. Crofton | 15,311,478 | 235,622 | ||||
| Gilbert R. Dávila | 15,316,965 | 230,135 | ||||
| William W. McCarten | 14,946,584 | 600,516 | ||||
| Coleman H. Peterson | 14,560,438 | 986,662 | ||||
| Gisel Ruiz | 15,273,803 | 273,297 | ||||
| Darryl L. Wade | 15,371,356 | 175,744 | ||||
| Andrea M. Weiss | 14,448,213 | 1,098,887 |
The following 11 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, William W. McCarten, Coleman H. Peterson, Gisel Ruiz, Darryl L. Wade, and Andrea M. Weiss. In addition, CES has advised the Company that there were 3,548,631 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 2022 proxy statement:
| For | Against | Abstentions | |||||
| 14,961,752 | 472,512 | 112,826 |
CES has advised the Company that there were 3,548,641 broker non-votes on proposal 2.
3. 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 | |||||
| 18,313,107 | 736,497 | 46,127 |
CES has advised the Company that there were no broker non-votes on proposal 3.
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 18, 2022 | 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. 17, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 17, 2022 |
| 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 |