Cracker Barrel Old Country Store, Inc.
8-K/A on 11/24/2020   Download
SEC Document
SEC Filing
0001067294 true 0001067294 2020-11-19 2020-11-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

 

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 24, 2020 (November 19, 2020)

 

 

 

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. ¨

 

 

 

 

 

Explanatory Note

 

On November 23, 2020, Cracker Barrel Old Country Store, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission to report, among other things, the final voting results from its 2020 annual meeting of shareholders, held on November 19, 2020 (the “Annual Meeting”).  The sole purpose of this Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) is to delete a footnote with respect to the vote totals for proposal 1, the election of directors at the Annual Meeting, that was inadvertently and erroneously included in the Original Form 8-K.  For purposes of clarity, this Amendment No. 1 amends and restates Item 5.07 of the Original Form 8-K in its entirety.  There is no other amendment to the Original Form 8-K or its exhibits made by this Amendment No. 1.

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

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:

 

   For   Withheld 
Thomas H. Barr   17,476,800    244,324 
Carl T. Berquist   17,631,767    89,357 
Sandra B. Cochran   17,622,168    98,956 
Meg G. Crofton   17,470,599    250,525 
Gilbert R. Dávila   17,620,330    100,794 
Norman E. Johnson   11,280,272    3,894,261 
William W. McCarten   17,411,726    308,398 
Coleman H. Peterson   17,366,422    354,702 
Gisel Ruiz   17,624,439    96,685 
Andrea M. Weiss   17,583,821    137,303 
Raymond P. Barbrick   2,462,662    83,929 

 

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  Against  Abstentions
6,354,598  *11,137,415  229,105

 

*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”) voted 2,055,141 shares against this proposal.

 

First Coast has advised the Company that there were zero broker non-votes on proposal 2.

 

3. Approval of the Plan:

 

For  Against  Abstentions
14,832,874  *2,723,715  164,528

 

*Okapi has informed the Company that Okapi determined that Biglari voted 2,055,141 shares against this proposal.

 

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  Against  Abstentions
17,826,546  557,105  71,637

 

First Coast has advised the Company that there were zero broker non-votes on proposal 4.

 

 

 

 

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 24, 2020

CRACKER BARREL OLD COUNTRY STORE, INC.
   
   
  By: /s/ Richard M. Wolfson
  Name:

Richard M. Wolfson 

  Title: Senior Vice President, General Counsel and Corporate Secretary