Cracker Barrel Proxy Statement Filed

Ticker: CBRL · Form: DEFA14A · Filed: Nov 4, 2024 · CIK: 1067294

Sentiment: neutral

Topics: proxy-statement, governance, annual-meeting

Related Tickers: CBRL

TL;DR

CRACKER BARREL (CBRL) FILED PROXY STATEMENT - VOTE YOUR SHARES!

AI Summary

Cracker Barrel Old Country Store, Inc. filed a definitive proxy statement on November 4, 2024, for its annual meeting. The filing, designated as DEFA14A, outlines the information required for shareholders to vote on company matters. This includes details about the board of directors, executive compensation, and other corporate governance issues.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and policies, impacting the future direction and governance of Cracker Barrel.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) for a public company's annual meeting and does not contain new material financial information or significant corporate events.

Key Players & Entities

FAQ

What is the purpose of this DEFA14A filing?

The DEFA14A filing is a definitive proxy statement required by the SEC for Cracker Barrel Old Country Store, Inc. to provide shareholders with information necessary to vote at the company's annual meeting.

Who is the filer of this document?

The filer is Cracker Barrel Old Country Store, Inc., as indicated by the company name and the filing being made on behalf of the Registrant.

When was this filing submitted to the SEC?

This filing was submitted to the SEC on November 4, 2024.

What is the Central Index Key (CIK) for Cracker Barrel Old Country Store, Inc.?

The Central Index Key (CIK) for Cracker Barrel Old Country Store, Inc. is 0001067294.

What is the SIC code for Cracker Barrel Old Country Store, Inc.?

The Standard Industrial Classification (SIC) code for Cracker Barrel Old Country Store, Inc. is 5812, which corresponds to RETAIL-EATING PLACES.

Filing Stats: 4,381 words · 18 min read · ~15 pages · Grade level 14.2 · Accepted 2024-11-04 16:10:23

Key Financial Figures

Filing Documents

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 Cracker Barrel Old Country Store, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than The Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On November 4, 2024, Cracker Barrel Old Country Store, Inc. (the “Company”) mailed the following letter to its shareholders. The letter was also posted by the Company to the campaign website at www.crackerbarrelshareholders.com (the “Campaign Website”). Dear Fellow Shareholder, Cracker Barrel’s Annual Meeting of Shareholders is quickly approaching. We are writing to urge you to vote today on the WHITE card FOR ONLY Cracker Barrel’s 10 recommended nominees to your Board of Directors to: • Protect the value of your investment; • Continue the successful execution of our strategic transformation plan; and • Ensure Cracker Barrel remains a beloved and relevant restaurant brand for many years to come. We are asking for your vote because Sardar Biglari is pursuing yet another costly and distracting proxy contest – his seventh attempt in the past 13 years. We believe it is important to your investment to oppose Mr. Biglari because his plan is essentially to stop us from investing in the long-term growth of the business and to extract capital from Cracker Barrel. Mr. Biglari has run this playbook before, and we believe he risks destroying shareholder value at Cracker Barrel as he has at other restaurant brands. As we wrote to you before, and as we have laid out in our publicly filed investor presentation, Cracker Barrel has a refreshed Board of Directors, a new world-class CEO, Julie Masino, and a comprehensive strategic transformation plan to return the Company to industry leadership. This plan has the enthusiastic and unanimous support of our entire Board of Directors, including Jody Bilney, a director who was nominated by Mr. Biglari in 2022. A vote “FOR ONLY” Cracker Barrel’s 10 recommended nominees is a vote to maintain the pace of change, and see through a data-driven, comprehensive plan to Return Cracker Barrel to Growth Protect Cracker Barrel’s strategic transformation Plan Cracker Barrel’s strategic transformation plan is grounded in a clear understanding of what guests love about Cracker Barrel, what we can do to further delight our existing guests, and how we can attract new ones. This understanding is derived from the comprehensive, data-driven analysis of the business that Ms. Masino made her first priority upon appointment as CEO. This analysis showed that Cracker Barrel is a very strong brand, but needs to be reinvigorated to regain market share and higher margins. In pursuit of this goal, the Company has developed and implemented a comprehensive strategy focused on refining the brand, optimizing the menu, evolving the store and guest experience, winning in digital and off-premise, and elevating the employee experience. The Company does NOT need a drastic financial turnaround; Cracker Barrel is profitable with significant customer traffic, but we must take – and are taking – steps to better meet the needs and wants of today’s consumer, build better tools and processes, and create a better store experience for our customers in order to usher in our next era of growth. We remain in the early stages of implementing our strategic transformation plan, but are already seeing the plan take hold. Our new menu items are resonating with guests, our optimized pricing initiatives are delivering strong flow-through and value perception scores, and our initial remodeled stores are seeing sales and traffic increases. We remain confident in our ability to reach our FY 2027 financial goals through the successful execution of our strategic transformation plan. We are committed to delivering sustainable value for all shareholders. Mr. Biglari’s “Plan” Would Jeopardize our Progress and Destroy Value In stark contrast with our plan, we believe Mr. Biglari’s “plan” demonstrates an outdated understanding of the industry, our guests, our operations, and the work we have underway. We believe Mr. Biglari

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