Cracker Barrel Old Country Store, Inc 8-K, filed Nov 25, 2024
Cracker Barrel Old Country Store, Inc (CBRL)
About this 8-K
Cracker Barrel Old Country Store, Inc filed this 8-K on November 25, 2024, reporting on events of November 21, 2024.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s 2024 annual meeting of shareholders (the “Annual Meeting”) was held on November 21, 2024. On November 25, 2024, 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 17,720,963 shares of the Company’s common stock, out of a total of 22,204,312 shares of common stock outstanding and entitled to vote as of September 27, 2024, 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:
Management Proposals:
1. Election to the Board of Directors of ten of the following twelve director nominees:
| For | Withheld | |||||||
| Company’s Recommended Nominees: | ||||||||
| Carl T. Berquist | 11,482,284 | 5,053,873 | ||||||
| Jody L. Bilney | 16,176,219 | 363,822 | ||||||
| Meg G. Crofton | 11,112,721 | 5,423,423 | ||||||
| Gilbert R. Dávila | 16,180,796 | 359,327 | ||||||
| John Garratt | 16,243,249 | 296,896 | ||||||
| Cheryl Henry | 16,237,478 | 299,439 | ||||||
| Julie Masino | 16,170,416 | 366,641 | ||||||
| Gisel Ruiz | 16,184,145 | 352,706 | ||||||
| Darryl L. Wade | 16,225,510 | 311,477 | ||||||
| Michael W. Goodwin | 16,094,130 | 440,471 | ||||||
| Biglari Nominees Not Recommended by the Company: | ||||||||
| Milena Alberti-Perez | 3,540,923 | 12,993,407 | ||||||
| Sardar Biglari | 3,192,413 | 13,342,359 | ||||||
The following ten directors were elected at the Annual Meeting: Carl T. Berquist, Jody L. Bilney, Meg G. Crofton, Gilbert R. Dávila, John Garratt, Michael W. Goodwin, Cheryl Henry, Julie Masino, Gisel Ruiz and Darryl L. Wade. 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 2024 proxy statement (“say-on-pay”):
| For | Against | Abstentions | ||
| 13,253,499 | *2,987,575 | 352,390 |
| * | 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 approximately 2 million shares against this proposal. |
The proposal was approved. First Coast has advised the Company that there were zero broker non-votes on proposal 2.
3. Approval of the Company’s shareholder rights agreement:
| For | Against | Abstentions | ||
| 12,221,302 | *4,194,353 | 177,808 |
| * | Okapi has informed the Company that Okapi determined that Biglari voted approximately 2 million shares against this proposal. |
The proposal was approved. 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 2025 fiscal year:
| For | Against | Abstentions | ||
| 17,113,423 | 382,780 | 224,760 |
The proposal was approved. First Coast has advised the Company that there were zero broker non-votes on proposal 4.
Shareholder Proposal:
5. Consideration of a shareholder proposal requesting, on an advisory basis, that the Company disclose targets for reducing greenhouse gas emissions:
| For | Against | Abstentions | ||
| 5,450,916 | 8,759,815 | 2,382,732 |
The proposal was not approved. First Coast has advised the Company that there were zero broker non-votes on proposal 5.
SIGNATURES
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 25, 2024 | CRACKER BARREL OLD COUNTRY STORE, INC. | |
| By: | /s/ Richard M. Wolfson | |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |