8-K
CRACKER BARREL OLD COUNTRY STORE, INC (CBRL)
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): May 21, 2025
CRACKER BARREL OLD COUNTRY STORE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Tennessee | 001-25225 | 62-0812904 |
|---|---|---|
| (State or<br> Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>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 <br><br> registered |
|---|---|---|
| Common Stock (Par Value $0.01)<br><br> Rights to Purchase Series A Junior Participating<br><br> Preferred Stock (Par Value $0.01) | CBRL | The Nasdaq Stock Market LLC<br> (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 ofCertain Officers. |
|---|
On May 21, 2025, Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), announced that the Board of Directors (the “Board”) of the Company had elected Steve Bramlage to serve as a director, effective immediately, until the Company’s next annual meeting of shareholders. Pursuant thereto and to the Company’s Third Amended and Restated Bylaws and in accordance with its Amended and Restated Charter, the size of the Board was increased from nine to ten members, effective with Mr. Bramlage’s appointment. Mr. Bramlage has not yet been appointed to any committees of the Board.
Since May 2020, Mr. Bramlage has served as the Chief Financial Officer of Casey’s General Stores, Inc. (Nasdaq: CASY) (“Casey’s”). Prior to joining Casey’s, Mr. Bramlage served as Chief Financial Officer of Aramark (NYSE: ARMK) (“Aramark”) from April 2015 to April 2020, and as CFO of Owens-Illinois, Inc (NYSE: OI) prior to his service at Aramark.
Mr. Bramlage 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 9, 2024. The initial annual retainer and equity grant to be received by Mr. Bramlage 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. Bramlage, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Bramlage was selected as a director of the Company. Mr. Bramlage has no family relationships with any of the Company’s directors or executive officers. Mr. Bramlage 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.
A copy of the press release announcing Mr. Bramlage’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | |
|---|---|---|
| (d) | Exhibits. | |
| --- | --- | --- |
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc. dated May 21, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document). |
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: May 22, 2025 | CRACKER BARREL OLD COUNTRY STORE, INC. | |
|---|---|---|
| By: | /s/ Richard M. Wolfson | |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1

Cracker Barrel Elects Steve Bramlage to Boardof Directors
LEBANON, Tenn. – May 21, 2025 – Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) today announced that Steve Bramlage, 54, has been elected to the company's Board of Directors, effective immediately.
Mr. Bramlage is the current Chief Financial Officer of Casey’s General Stores, Inc. (Nasdaq: CASY), a major convenience retailer, with more than 47,000 employees in approximately 2,900 stores in 19 states. He joined Casey’s in 2020 and oversees all aspects of financial, fuel, strategic planning, M&A and data & analytics operations for the company. Prior to joining Casey’s, Mr. Bramlage served as CFO of Aramark and Owens-Illinois, Inc. (the predecessor to O-I Glass, Inc.), and held a variety of financial roles at PPG Industries, Eli-Lilly and EY. Bramlage holds a Master of Business Administration from Northwestern University and a Bachelor of Science from the University of Dayton.
Commenting on Mr. Bramlage’s appointment, Carl Berquist, Chairman of Cracker Barrel’s Board of Directors, said, “As part of our robust Board succession planning process, we are excited to bring even more retail industry knowledge, financial expertise, and executive leadership experience to our Board. We are confident that Steve has the skills and experience to continue our strategic transformation momentum, and we look forward to working with Steve to deliver value to Cracker Barrel shareholders.”
About Cracker Barrel Old Country Store^®^
Cracker Barrel Old Country Store, Inc. is on a mission to bring craveable, delicious homestyle food and unique retail products to all guests while serving up memorable, distinctive experiences that make everyone feel welcome. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate 660 company-owned Cracker Barrel Old Country Store^®^locations in 43 states and own the fast-casual Maple Street Biscuit Company. For more information about the company, visit CrackerBarrel.com.
Media Contact:
Heidi Pearce
heidi.pearce@crackerbarrel.com
(615) 235-4315
Investor Contact:
Adam Hanan
adam.hanan@crackerbarrel.com
(615) 235-4367