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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): May 28, 2024
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. |
Election of Cheryl Henry to the Board of Directors
On
May 28, 2024, Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), announced
that the Board of Directors (the “Board”) of the Company had elected Cheryl Henry to serve as a director, effective immediately,
until the Company’s next annual meeting of shareholders. Ms. Henry has not yet been appointed to any committees of the Board.
Prior to the acquisition by Darden Restaurants, Inc.
(NYSE: DRI) (“Darden”) of Ruth’s Hospitality Group, Inc. (Nasdaq: RUTH) (“Ruth’s Hospitality Group”),
Ms. Henry served as President, Chief Executive Officer and a member of the Board of Directors of Ruth’s Hospitality Group from
August 2018 until June 2023 and as Chairperson of the Board of Directors from March 2021 until June 2023. Before assuming
the role of Chief Executive Officer in 2018, Ms. Henry served in numerous senior leadership roles at Ruth’s Hospitality Group,
including Chief Operating Officer, Senior Vice President and Chief Branding Officer, and Chief Business Development Officer. After the
acquisition by Darden of Ruth’s Hospitality Group, Ms. Henry served as Brand President for Ruth’s Chris Steakhouse from
June 2023 until March 2024.
Ms. Henry 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 Ms. Henry will be prorated for her period of service during the year in which she was elected to the Board.
There are no arrangements
or understandings between Ms. Henry, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Henry
was selected as a director of the Company. Ms. Henry has no family relationships with any of the Company’s directors or executive
officers. Ms. Henry 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.
Resignation of William Moreton from the Board
of Directors
On May 28, 2024, William
Moreton notified the Company that he intends to resign from the Board for personal reasons effective May 28, 2024. Mr. Moreton’s
decision to resign from the Board is not the result of any disagreement with the Company.
A copy of the press release
announcing Ms. Henry’s appointment to, and Mr. Moreton’s resignation from, the Board is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
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: May 28,
2024 |
CRACKER BARREL
OLD COUNTRY STORE, INC. |
| |
|
| |
By: |
/s/
Richard M. Wolfson |
| |
Name: |
Richard
M. Wolfson |
| |
Title: |
Senior Vice President, General
Counsel and Corporate Secretary |
