8-K

 

 

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 17, 2016

 

 

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))

 

 

 


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

The 2016 annual meeting of shareholders of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), was held on November 17, 2016 (the “Annual Meeting”). On November 17, 2016, Broadridge Investor Communications Solutions, Inc., the inspector of elections for the Annual Meeting (“Broadridge”), delivered its certification of final voting results for the Annual Meeting to the Company. The voting results show that a total of 21,980,989 shares of the Company’s common stock, out of a total of 24,030,391 shares of common stock outstanding and entitled to vote, 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 Company’s Board of Directors of nine out of the following nine director nominees:

 

     For      Withheld  

Thomas H. Barr

     15,798,955         66,903   

James W. Bradford

     10,899,347         *4,966,511   

Sandra B. Cochran

     10,857,438         *5,008,420   

Glenn A. Davenport

     15,799,796         66,062   

Richard J. Dobkin

     10,880,664         *4,985,194   

Norman E. Johnson

     15,794,553         71,305   

William W. McCarten

     15,797,982         67,876   

Coleman H. Peterson

     10,891,990         *4,973,868   

Andrea M. Weiss

     15,743,172         122,686   

 

  * The Company believes that Biglari Capital Corp. and its affiliates (“Biglari Capital”) withheld approximately 4.7 million votes for each of Ms. Cochran and Messrs. Bradford, Dobkin and Peterson.

The following nine directors were elected at the Annual Meeting: Thomas H. Barr, James W. Bradford, Sandra B. Cochran, Glenn A. Davenport, Robert J. Dobkin, Norman E. Johnson, William W. McCarten, Coleman H. Peterson and Andrea M. Weiss. In addition, Broadridge has advised the Company that there were 6,115,131 broker non-votes on proposal 1.

2. Adoption of a non-binding advisory resolution on the Company’s executive compensation, as described in the Company’s 2016 proxy statement (“say-on-pay”):

 

For

 

Against

 

Abstentions

10,485,687   *5,292,971   87,200

 

  * The Company believes that Biglari Capital cast approximately 4.7 million votes against the adoption of proposal 2.

In addition, Broadridge has advised the Company that there were 6,115,131 broker non-votes on proposal 2.

3. Ratification of the selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for 2017:

 

For

 

Against

 

Abstentions

21,819,963   103,777   57,249

In addition, Broadridge has advised the Company that there were zero broker non-votes on proposal 3.


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.

 

    CRACKER BARREL OLD COUNTRY STORE, INC.
Date: November 17, 2016     By:   /s/ Jill M. Golder
      Name:   Jill M. Golder
      Title:   Senior Vice President and Chief Financial Officer