Current Report Filing (8-k)
November 23 2020 - 05:06PM
Edgar (US Regulatory)
0001067294
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0001067294
2020-11-19
2020-11-19
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iso4217:USD
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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): November 23, 2020 (November 19, 2020)
CRACKER BARREL OLD COUNTRY STORE, INC.
(Exact Name of Registrant as Specified in
its Charter)
Tennessee
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001-25225
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62-0812904
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Common Stock (Par Value $0.01) Rights to Purchase Series A Junior Participating Preferred Stock (Par Value $0.01)
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CBRL
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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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.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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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:
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For
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Withheld
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Thomas H. Barr
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17,476,800
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244,324
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Carl T. Berquist
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17,631,767
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89,357
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Sandra B. Cochran
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17,622,168
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98,956
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Meg G. Crofton
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17,470,599
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250,525
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Gilbert R. Dávila
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17,620,330
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100,794
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Norman E. Johnson
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11,280,272
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3,894,261
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William W. McCarten
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17,411,726
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308,398
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Coleman H. Peterson
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17,366,422
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354,702
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Gisel Ruiz
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17,624,439
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96,685
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Andrea M. Weiss
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17,583,821
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137,303
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Raymond P. Barbrick
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2,462,662
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83,929
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*
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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.
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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
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Against
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Abstentions
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6,354,598
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*11,137,415
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229,105
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*
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Okapi has informed the Company that Okapi determined that Biglari voted 2,055,141 shares against
this proposal.
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First
Coast has advised the Company that there were zero broker non-votes on proposal 2.
3. Approval of the Plan:
For
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Against
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Abstentions
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14,832,874
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*2,723,715
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164,528
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*
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Okapi has informed the Company that Okapi determined that Biglari voted 2,055,141 shares against
this proposal.
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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
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Against
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Abstentions
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17,826,546
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557,105
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71,637
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First
Coast has advised the Company that there were zero broker non-votes on proposal 4.
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:
November 23, 2020
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CRACKER BARREL OLD COUNTRY STORE, INC.
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By:
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/s/ Richard M. Wolfson
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Name:
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Richard M. Wolfson
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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