Edgar Filing: CRACKER BARREL OLD COUNTRY STORE, INC

Date: November 12, 2015

CRACKER BARREL OLD COUNTRY STORE, INC.

/s/ Lawrence E. Hyatt

Lawrence E. Hyatt

Senior Vice President and Chief Financial Officer

8-K

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): November 12, 2015

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)


Tennessee	001-25225	62-0812904
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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))

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2015 annual meeting of shareholders of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), was held on November 12, 2015 (the “Annual Meeting”). On November 12, 2015, Broadridge Investor Communication Solutions, Inc., the inspector of elections for the Annual Meeting (“Broadridge”), delivered its certification of final voting results for the Annual Meeting to the Company. The voting results show that a total of 22,201,666 shares of the Company’s common stock, out of a total of 24,025,539 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies at the Annual Meeting, and that the results for each proposal presented to shareholders at the Annual Meeting are as set forth below:

1. Election to the Company’s Board of Directors of 9 out of the following 9 director nominees:


	For		Withheld
Thomas H. Barr		18,037,917		87,743
James W. Bradford		13,288,367		*4,837,293
Sandra B. Cochran		18,040,481		85,179
Glenn A. Davenport		18,032,519		93,141
Richard J. Dobkin		13,289,281		*4,836,379
Norman E. Johnson		18,038,790		86,670
William W. McCarten		18,039,390		85,270
Coleman H. Peterson		18,029,434		96,226
Andrea M. Weiss		17,996,856		128,804

*	The Company’s proxy solicitor, MacKenzie Partners, Inc. (“MacKenzie”), has informed the Company that MacKenzie determined that Biglari Capital Corp. and its affiliates (“Biglari Capital”) withheld 4,735,794 votes for each of Messrs. Bradford and Dobkin.

The following 9 directors were elected at the Annual Meeting: Thomas H. Barr, James W. Bradford, Sandra B. Cochran, Glenn A. Davenport, Robert J. Dobkin, Norman E. Johnson, William W. McCarten, Coleman H. Peterson and Andrea M. Weiss. In addition, Broadridge has advised the Company that there were 4,076,567 broker non-votes on proposal 1.

2. Approval of the shareholder rights plan:


For	Against	Abstentions
11,837,084	*6,229,147	59,429

*	MacKenzie has informed the Company that MacKenzie determined that Biglari Capital cast 4,735,794 votes against the adoption of proposal 2.

In addition, Broadridge has advised the Company that there were 4,076,567 broker non-votes on proposal 2.

3. Adoption of a non-binding advisory resolution on the Company’s executive compensation, as described in the Company’s 2015 proxy statement (“say-on-pay”):


For	Against	Abstentions
13,039,852	*4,989,217	96,591

*	MacKenzie has informed the Company that MacKenzie determined that Biglari Capital cast 4,735,794 votes against the adoption of proposal 3.

In addition, Broadridge has advised the Company that there were 4,076,567 broker non-votes on proposal 3.

4. Reapproval of the material terms of the performance goals under the Company’s 2010 Omnibus Stock and Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code:


For	Against	Abstentions
13,099,721	*4,958,818	67,121

*	MacKenzie has informed the Company that MacKenzie determined that Biglari Capital cast 4,735,794 votes against the adoption of proposal 4.

In addition, Broadridge has advised the Company that there were 4,076,567 broker non-votes on proposal 4.

5. Ratification of the selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for 2016:


For	Against	Abstentions
22,090,454	61,467	50,306

In addition, Broadridge has advised the Company that there were zero broker non-votes on proposal 5.

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.