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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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 19, 2023, 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 John Garratt, effective as of December 19, 2023, to serve as a director until the Company’s next annual meeting of shareholders. Pursuant thereto and to the Company’s Second Amended and Restated Bylaws and in accordance with its Amended and Restated Charter, the Board increased the size of the Board from ten to eleven members, effective with Mr. Garratt’s appointment. Mr. Garratt has not yet been appointed to any committees of the Board.
Mr. Garratt 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 6, 2023. The initial annual retainer and equity grant to be received by Mr. Garratt 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. Garratt, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Garratt was selected as a director of the Company. Mr. Garratt has no family relationships with any of the Company’s directors or executive officers. Mr. Garratt 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 December 19, 2023 | ||
| 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: December 19, 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 | |