Cracker Barrel Old Country Store, Inc 8-K/A, filed Nov 24, 2020
Cracker Barrel Old Country Store, Inc (CBRL)
About this 8-K/A
Cracker Barrel Old Country Store, Inc filed this 8-K/A on November 24, 2020, reporting on events of November 19, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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 (
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) (Zip code)
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(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 | ||
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(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).
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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
| 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.
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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 | |