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, 2014 (November 13, 2014)

 

 

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 2014 annual meeting of shareholders of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), was held on November 13, 2014 (the “Annual Meeting”). On November 13, 2014, Broadridge Investor Communication 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 21,854,769 shares of the Company’s common stock, out of a total of 23,900,422 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 shareholders at the Annual Meeting are as set forth below:

1. Election to the Company’s Board of Directors of 9 out of the following 9 director nominees:

 

     For      Withheld  

Thomas H. Barr

     17,681,322         34,566   

James W. Bradford

     11,902,111         *5,813,777   

Sandra B. Cochran

     12,932,959         *4,782,929   

Glenn A. Davenport

     17,682,403         33,485   

Richard J. Dobkin

     12,935,956         *4,779,932   

Norman E. Johnson

     12,937,887         *4,778,001   

William W. McCarten

     17,682,037         33,851   

Coleman H. Peterson

     17,666,184         49,704   

Andrea M. Weiss

     12,903,034         *4,812,854   

 

* The Company’s proxy solicitor, MacKenzie Partners, Inc. (“MacKenzie”), has informed the Company that MacKenzie determined that Biglari Capital Corp. and its affiliates (“Biglari Capital”) withheld 4,735,794 votes for each of Messrs. Bradford, Dobkin and Johnson and Mses. Cochran and Weiss.

The following 9 directors were elected at the Annual Meeting: Thomas H. Barr, James W. Bradford, Sandra B. Cochran, Glenn A. Davenport, Richard 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 4,138,881 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 2014 proxy statement (“say-on-pay”):

 

For

   Against      Abstentions  

12,704,074

     *4,934,545         77,269   

 

* MacKenzie has informed the Company that MacKenzie determined that Biglari Capital cast 4,735,794 votes against the adoption of proposal 2.

In addition, Broadridge has advised the Company that there were 4,138,881 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 2015:

 

For

   Against      Abstentions  

21,683,955

     148,093         22,721   

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.

 

Date: November 17, 2014     CRACKER BARREL OLD COUNTRY STORE, INC.
    By:   /s/ Lawrence E. Hyatt
    Name:   Lawrence E. Hyatt
    Title:   Senior Vice President and Chief Financial Officer