Form 8-K - Current report
December 19 2023 - 4:49PM
Edgar (US Regulatory)
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2023-12-19
2023-12-19
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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): December 19, 2023
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 |
(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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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 |
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Trading Symbol(s) |
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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) |
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CBRL |
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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. |
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. |
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. |
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By: |
/s/ Richard M. Wolfson |
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Name: |
Richard M. Wolfson |
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Title: |
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
Investor Contact: | Adam
Hanan |
| (615) 443-9887 |
| |
Media Contact: | Heidi
Pearce |
| (615) 235-4135 |
CRACKER
BARREL OLD COUNTRY STORE® ELECTS
JOHN GARRATT TO BOARD OF DIRECTORS
LEBANON,
Tenn. – Dec. 19, 2023 – Cracker Barrel Old Country Store® (Nasdaq: CBRL) today
announced that John Garratt, 55, has been elected to the company's Board of Directors, effective immediately.
Mr. Garratt is the former President and Chief
Financial Officer of Dollar General Corporation, a leading national retail chain operating over 19,000 stores in 48 states. Mr. Garratt
began his tenure with Dollar General, as Senior Vice President, Finance and Strategy and later served as Executive Vice President and
Chief Financial Officer from 2015 to 2022 and ultimately President, CFO from 2022 to 2023. Mr. Garratt retired from Dollar General
as President in 2023. Prior to joining Dollar General, Mr. Garratt served as Vice President, Finance and Division Controller for
Yum! Brands, the world’s largest restaurant company. Mr. Garratt also serves on the Board of Directors of Humana, Inc.
and Papa John’s International, Inc.
Carl Berquist, Lead Independent Director of the
Cracker Barrel Board of Directors, stated, "John brings significant financial expertise and decades of corporate leadership experience
to our Board, as well as a deep understanding of the retail and restaurant industries. We look forward to working with John and are confident
that his insights will contribute to our success going forward."
About
Cracker Barrel Old Country Store®
Cracker Barrel Old Country Store, Inc. (Nasdaq:
CBRL) provides a caring and friendly home-away-from-home experience while offering guests high-quality homestyle food to enjoy in-store
or to-go and unique shopping — all at a fair price. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate
over 660 company-owned Cracker Barrel Old Country Store® locations in 45 states and own the fast-casual Maple Street Biscuit
Company. For more information about the Company, visit crackerbarrel.com.
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