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): December 27, 2011 (December 20, 2011)
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 2011 annual meeting of shareholders of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), was held on December 20, 2011 (the “Annual Meeting”). On December 27, 2011, IVS Associates, Inc., the independent inspector of elections for the Annual Meeting (“IVS”), delivered its certification of final voting results for the Annual Meeting to the Company. The voting results show that a total of 18,952,105 shares of the Company’s common stock, out of a total of 22,912,673 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 11 out of the following 12 director nominees:
| For | Withheld | |||
| James W. Bradford |
16,574,085 | 2,378,020* | ||
| Sandra B. Cochran |
16,438,432 | 2,513,673* | ||
| Robert V. Dale |
16,300,113 | 2,651,992* | ||
| Richard J. Dobkin |
16,508,613 | 2,443,492* | ||
| Charles E. Jones, Jr. |
12,012,578 | 233,077 | ||
| B. F. “Jack” Lowery |
15,284,997 | 3,667,108* | ||
| William W. McCarten |
16,579,159 | 2,372,946* | ||
| Martha M. Mitchell |
16,318,414 | 2,633,691* | ||
| Coleman H. Peterson |
16,564,240 | 2,387,865* | ||
| Andrea M. Weiss |
16,485,602 | 2,466,503* | ||
| Michael A. Woodhouse |
16,330,538 | 2,621,567* | ||
| Sardar Biglari |
6,646,692 | 59,758 |
| * | The Company’s proxy solicitor, MacKenzie Partners, Inc. (“MacKenzie”), has informed the Company that MacKenzie determined that Biglari Holdings Inc. and its affiliates withheld 2,284,164 votes for each of Messrs. Bradford, Dale, Dobkin, Lowery, McCarten, Peterson and Woodhouse and Mses. Cochran, Mitchell and Weiss. |
The following 11 directors were elected at the Annual Meeting: James W. Bradford, Sandra B. Cochran, Robert V. Dale, Richard J. Dobkin, Charles E. Jones, Jr., B.F. “Jack” Lowery, William W.
McCarten, Martha
M. Mitchell, Coleman H. Peterson, Andrea M. Weiss and Michael A. Woodhouse. In addition, IVS has advised the Company that there were zero broker non-votes for proposal 1.
2. Approval of the Company’s shareholder rights plan:
| For |
Against |
Abstentions | ||
| 5,312,103 |
13,585,495 | 54,507 |
In addition, IVS has advised the Company that there were zero broker non-votes for proposal 2.
3. Adoption of a non-binding advisory resolution on the Company’s executive compensation as described in the Company’s 2011 proxy statement (“say-on-pay”):
| For |
Against |
Abstentions | ||
| 12,831,173 |
5,828,137 | 292,795 |
In addition, IVS has advised the Company that there were zero broker non-votes for proposal 3.
4. Adoption of a non-binding advisory recommendation on the frequency with which the Company conducts future say-on-pay votes:
| 1 Year |
2 Years |
3 Years |
Abstentions | |||
| 16,123,575 |
209,551 | 2,533,509 | 85,470 |
In addition, IVS has advised the Company that there were zero broker non-votes for proposal 4.
5. Approval of the Agreement and Plan of Merger of the Company with and into its wholly owned subsidiary, CBOCS, Inc.:
| For |
Against |
Abstentions | ||
| 18,733,886 |
107,108 | 111,111 |
In addition, IVS has advised the Company that there were zero broker non-votes for proposal 5.
6. Ratification of the selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for 2012:
| For |
Against |
Abstentions | ||
| 18,662,175 |
229,702 | 60,228 |
In addition, IVS has advised the Company that there were zero broker non-votes for proposal 6.
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: December 27, 2011 | CRACKER BARREL OLD COUNTRY STORE, INC. | |||||
| By: | /s/ Lawrence E. Hyatt | |||||
| Name: | Lawrence E. Hyatt | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||