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): February 26, 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 of Certain Officers. |
|---|
On February 26, 2025, Meg G. Crofton notified Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”) that she intends to resign from the Board of Directors (the “Board”) of the Company for personal reasons effective February 26, 2025. Ms. Crofton’s decision to resign from the Board is not the result of any disagreement with the Company.
A copy of Ms. Crofton’s letter of resignation 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 | Letter of Resignation from Meg G. Crofton dated February 26, 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: February 28, 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
February 26, 2025
VIA EMAIL
Cracker Barrel Old Country Store, Inc.
305 Hartmann Drive
Lebanon, TN 37087
| Attention: | Richard Wolfson, Corporate Secretary |
|---|---|
| Email: | richard.wolfson@crackerbarrel.com |
Re: Retirement from the Board of Directors ofCracker Barrel Old Country Store, Inc.
Dear Rich:
Please accept this letter as notice of my intention to retire from the Board of Directors of Cracker Barrel Old Country Store, Inc., effective as of February 26, 2025. This decision is motivated entirely by personal interests and not because of any disagreement with management or my fellow directors, whom I hold in high esteem.
It has been a privilege to have served as a Cracker Barrel director over the past eight years, and I wish you and the Company continued success. Please do not hesitate to reach out if I can be of any help to you or the Company in the future.
| Respectfully submitted, |
|---|
| /s/ Meg Crofton |
| Meg G. Crofton |