SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
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))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
CBRL Group, 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):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[Logo of CBRL Group, Inc.]
Dear Shareholder:
The Proxy Statement for our 2001 Annual Meeting of Shareholders and our
fiscal year 2001 Annual Report are enclosed with this letter. We hope you
find them interesting and useful in understanding the state of your company.
The Annual Meeting will be held on Tuesday, November 27, 2001, at 10:00
a.m. Central Time, at our offices at 305 Hartmann Drive, Lebanon, Tennessee
37087, and you are most welcome to attend.
At this year's meeting, you will have an opportunity to vote on the
election of 11 directors, and to approve the selection of Deloitte & Touche
LLP as the Company's independent auditors. We will discuss the Company and
its performance during the past fiscal year, particularly commenting on the
results of business operations of Cracker Barrel Old Country Store and our
other subsidiaries. Our auditors will also be available at the meeting and
we will try to answer your appropriate questions as best we can following our
report.
Your interest in your Company and your vote are very important to us, so
please review the Proxy Statement and our Annual Report in detail and return
your proxy card as soon as possible. We all want your vote to be represented
at the Annual Meeting. For those of you who plan to visit with us in person
at the Annual Meeting, we look forward to seeing you in person, and please
have a safe trip.
Sincerely,
/s/ Dan W. Evins
Dan W. Evins
Chairman
/s/ Michael A. Woodhouse
Michael A. Woodhouse
October 26, 2001 President and Chief Executive Officer
[LOGO OF CBRL GROUP, INC.]
305 Hartmann Drive
Lebanon, Tennessee 37087
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE: Tuesday, November 27, 2001
TIME: 10:00 a.m. Central Time
PLACE: 305 Hartmann Drive
Lebanon, Tennessee
ITEMS OF BUSINESS: 1) to elect directors;
2) to approve the selection of Deloitte &
Touche LLP as our independent auditors for
the 2002 fiscal year;
3) to consider and vote on a shareholder
proposal requesting that our Board of
Directors implement written non-
discriminatory policies relating to sexual
orientation; and
4) to conduct other business properly brought
before the meeting.
WHO MAY VOTE: You can vote if you were a shareholder of record on
September 20, 2001.
DATE OF MAILING: This Proxy Statement and the form of proxy are
first being mailed to shareholders on or about
October 26, 2001.
By Order of the Board of Directors,
/s/ James F. Blackstock
James F. Blackstock
Secretary
Lebanon, Tennessee
October 26, 2001
TABLE OF CONTENTS
GENERAL INFORMATION.........................................................1
What is this document?....................................................1
Why am I receiving this document?.........................................1
Who is paying the costs of this document and the solicitation
of my proxy?.............................................................1
Who is soliciting my proxy and will anyone be compensated to solicit
my proxy?................................................................1
What is CBRL Group, Inc.?.................................................2
Where is CBRL Group, Inc. located?........................................2
Where is CBRL Group, Inc. common stock traded?............................2
VOTING MATTERS..............................................................3
What am I voting on?......................................................3
Who is entitled to vote?..................................................3
How do I vote?............................................................3
How will my proxy be voted?...............................................4
Can I change my mind and revoke my proxy?.................................4
What if I receive more than one proxy card?...............................4
How will abstentions and broker non-votes be treated?.....................4
What are broker non-votes?................................................4
How many votes must be present to hold the annual meeting?................5
How many votes are needed to elect directors and approve other matters?...5
Will my vote be confidential?.............................................5
PROPOSAL 1: ELECTION OF DIRECTORS...........................................6
What is the structure of the Board of Directors?..........................6
Who are the nominees this year?...........................................6
What is the background of this year's nominees?...........................6
What if a nominee is unwilling or unable to serve?........................8
Are there any familial relationships between any of the nominees?.........8
What does the Board of Directors recommend?...............................8
CERTAIN TRANSACTIONS........................................................9
BOARD OF DIRECTORS AND COMMITTEES..........................................10
What is the structure of the Board of Directors?.........................10
How are directors compensated?...........................................10
How often did the Board of Directors meet in fiscal year 2001?...........10
What are the committees of the Board?....................................10
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION.................................................12
EXECUTIVE COMPENSATION.....................................................12
Summary Compensation Table...............................................13
Option Grants in Last Fiscal Year........................................14
Aggregated Option Exercises In Last Fiscal Year And Fiscal
Year-End Option Values..................................................14
Do any named executive officers have employment agreements?..............15
What are the terms of Mr. Evins' employment agreement?...................15
Does CBRL have any other agreements with its named executive officers?...15
What are the material terms of the change in control agreements?.........15
i
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE.....................16
What is the Compensation and Stock Option Committee and what does it do?.16
What are the components of executive compensation?.......................16
How are the limitations on deductibility of compensation handled?........18
Who has furnished this report?...........................................18
AUDIT COMMITTEE REPORT.....................................................19
SHAREHOLDER RETURN PERFORMANCE GRAPH.......................................20
STOCK OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS.................................................21
PROPOSAL 2: APPROVAL OF APPOINTMENT OF AUDITORS............................23
Who has the Board retained as our independent auditors?..................23
How long has Deloitte & Touche LLP served as our independent auditors?...23
Will representatives of Deloitte & Touche LLP attend the annual meeting?.23
What does the Board of Directors recommend?..............................23
FEES PAID TO AUDITORS......................................................23
PROPOSAL 3: SHAREHOLDER PROPOSAL...........................................24
Who is submitting this shareholder proposal?.............................24
What is the shareholder proposal?........................................24
What does the Board recommend?...........................................24
Why does our Board recommend voting against this proposal?...............24
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING..............................26
ANNUAL REPORT AND FINANCIAL INFORMATION....................................26
OTHER BUSINESS.............................................................26
ii
GENERAL INFORMATION
-----------------------------------------------------------------------------
WHAT IS THIS DOCUMENT?
This document is the Proxy Statement of CBRL Group, Inc. for the Annual
Meeting of Shareholders to be held on Tuesday, November 27, 2001. A form of
proxy card accompanies this document.
We have tried to make this document simple and easy to understand. The
Securities and Exchange Commission ("SEC") encourages companies to use "plain
English" and we will always try to communicate with you clearly and
effectively. We will refer to our company throughout as "we" or "us" or
"CBRL".
WHY AM I RECEIVING THIS DOCUMENT?
We are sending this document and the form of proxy card to you to
solicit your proxy to vote upon certain matters at the annual meeting.
WHO IS PAYING THE COSTS OF THIS DOCUMENT AND THE SOLICITATION OF MY PROXY?
All expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be borne by CBRL Group, Inc.
WHO IS SOLICITING MY PROXY AND WILL ANYONE BE COMPENSATED TO SOLICIT MY
PROXY?
Your proxy is being solicited by and on behalf of our Board of
Directors. In addition to solicitation by use of the mails, proxies may be
solicited by our officers and employees in person or by telephone, telegram
or other means of communication. Our officers and employees will not be
additionally compensated, but may be reimbursed for out-of-pocket expenses in
connection with any solicitation. We also may reimburse custodians, nominees
and fiduciaries for their expenses in sending proxies and proxy material to
beneficial owners.
We retain Corporate Communications, Inc., 523 Third Avenue South,
Nashville, Tennessee to assist in the management of our investor relations
and other shareholder communications issues. Corporate Communications, Inc.
receives a fee of approximately $2,000 per month, plus reimbursement of out-
of-pocket expenses. As part of its duties, Corporate Communications, Inc.
assists us in the solicitation of proxies.
We will employ an independent company to receive and tabulate the
proxies, and independent inspectors of election will certify the results.
WHAT IS CBRL GROUP, INC.?
We are the parent of the following wholly-owned subsidiaries: Cracker
Barrel Old Country Store, Inc. and Logan's Roadhouse, Inc. Each of these
companies is a Tennessee corporation. We also own a number of related
operating companies through Cracker Barrel Old Country Store, Inc. and
Logan's Roadhouse, Inc.
WHERE IS CBRL GROUP, INC. LOCATED?
We conduct our business from offices located at 106 Castle Heights
Avenue North, and at 305 Hartmann Drive, Lebanon, Tennessee 37087. Our
telephone number is 615.444.5533.
WHERE IS CBRL GROUP, INC. COMMON STOCK TRADED?
Our common stock is traded and quoted on the Nasdaq Stock Market under
the symbol "CBRL."
2
VOTING MATTERS
-----------------------------------------------------------------------------
WHAT AM I VOTING ON?
You will be voting on the following:
* the election of 11 directors;
* the approval of the appointment of our auditors;
* a shareholder proposal regarding non-discriminatory employment
policies; and
* any other matter properly brought before the annual meeting.
WHO IS ENTITLED TO VOTE?
You may vote if you owned of record shares of CBRL common stock on the
close of business on September 20, 2001. Each share of stock is entitled to
one vote. As of September 20, 2001, there were 55,057,364 shares of CBRL
common stock outstanding.
HOW DO I VOTE?
In addition to voting in person at the meeting, you may vote:
* by completing, signing and returning the enclosed proxy card in the
postage-paid envelope;
* for shares held in a broker's name, over the Internet at the address
shown in the information provided with your broker's vote instruction
form (if you have access to the Internet, we encourage you to vote
in this manner); or
* for shares held in a broker's name, by telephone through the number
shown in the information provided with your broker's vote instruction
form.
The availability of telephone and Internet voting depends on the voting
processes of your broker. Neither telephone nor Internet voting is available
to you if you hold shares directly in your name. Please follow the
directions on your proxy card or vote instruction form carefully.
In order to assist us in tabulating votes at the annual meeting, we
encourage you to vote by proxy even if you plan to be present at the annual
meeting.
3
HOW WILL MY PROXY BE VOTED?
The individuals named on the proxy card will vote your proxy in the
manner you indicate on the proxy card. If your proxy card is signed but does
not contain specific instructions, your proxy will be voted: "FOR" all of
the directors nominated; "FOR" approval of Deloitte & Touche LLP as our
independent auditors for fiscal year 2002; and "AGAINST" the shareholder
proposal.
CAN I CHANGE MY MIND AND REVOKE MY PROXY?
Yes. To revoke a proxy given pursuant to this solicitation, you must:
* sign another proxy with a later date and return it to our Corporate
Secretary at or before the annual meeting;
* provide our Corporate Secretary with a written notice of revocation
dated later than the date of the proxy at or before the annual
meeting; or
* attend the annual meeting and vote in person. Note that attendance
at the annual meeting will not revoke a proxy if you do not actually
vote at the annual meeting.
WHAT IF I RECEIVE MORE THAN ONE PROXY CARD?
Multiple proxy cards mean that you have more than one account with
brokers or our transfer agent. Please vote all of your shares. We also
recommend that you contact your broker and our transfer agent to consolidate
as many accounts as possible under the same name and address. Our transfer
agent is SunTrust Bank-Atlanta, and it may be reached at 1.800.568.3476.
HOW WILL ABSTENTIONS AND BROKER NON-VOTES BE TREATED?
Abstentions and broker non-votes will be treated as shares that are
present and entitled to vote for purposes of determining whether a quorum is
present, but will not be counted as votes cast either in favor of or against
a particular proposal.
WHAT ARE BROKER NON-VOTES?
If you are the beneficial owner of shares held in "street name" by a
broker, your broker is the record holder of the shares, however the broker is
required to vote those shares in accordance with your instructions. If you
do not give instructions to your broker, your broker may vote the shares with
respect to "discretionary" items, routine matters like uncontested elections
of directors and the appointment of auditors, but the broker may not vote
your shares with respect to "non-discretionary" items like shareholder
proposals. In the case of non-discretionary items,
4
the affected shares will be treated as "broker non-votes." To avoid giving
them the effect of negative votes, broker non-votes are disregarded for the
purpose of determining the total number of votes cast or entitled to vote
with respect to a proposal.
HOW MANY VOTES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?
A quorum must be present at the annual meeting for any business to be
conducted. A quorum exists when the holders of a majority of the 55,057,364
shares of CBRL common stock outstanding on September 20, 2001 are present at
the meeting, in person or by proxy.
HOW MANY VOTES ARE NEEDED TO ELECT DIRECTORS AND APPROVE OTHER MATTERS?
Directors are elected by a plurality of the votes cast by the holders of
shares entitled to vote at the annual meeting. This means that the director
nominee with the most affirmative votes for a particular slot is elected for
that slot. You may vote in favor of all nominees, withhold your vote as to
all nominees or withhold your vote as to specific nominees.
Every proposal submitted to the shareholders at the annual meeting,
other than the election of directors, will be approved if the votes cast for
the proposal exceed the votes cast against it.
WILL MY VOTE BE CONFIDENTIAL?
Yes. We will continue our practice of keeping the votes of all
shareholders confidential. Shareholder votes will not be disclosed to our
directors, officers, employees or agents, except:
* to allow the independent inspectors of election to certify the
results;
* as necessary to meet applicable legal requirements and to assert or
defend claims for or against us;
* in the case of a contested proxy solicitation; or
* when a shareholder makes a written comment on the proxy card or
otherwise communicates the vote to management.
5
PROPOSAL 1:
ELECTION OF DIRECTORS
-----------------------------------------------------------------------------
WHAT IS THE STRUCTURE OF THE BOARD OF DIRECTORS?
Our Board of Directors must consist of at least five directors, but the
exact number is set by the Board. The Board of Directors has fixed the size
of the Board at eleven. All current directors are standing for re-election,
other than James C. Bradshaw who will retire upon the election of the Board
at the Annual Meeting. All directors are elected annually by our
shareholders.
WHO ARE THE NOMINEES THIS YEAR?
The nominees for the Board of Directors consist of eleven current
directors who were elected at our 2000 Annual Meeting of Shareholders. These
nominees are: Robert V. Dale, Dan W. Evins, Edgar W. Evins, Robert C. Hilton,
Charles E. Jones, Jr., Charles T. Lowe, Jr., B. F. "Jack" Lowery, Gordon L.
Miller, Martha M. Mitchell, Jimmie D. White and Michael A. Woodhouse. If
elected, each nominee would hold office until the 2002 Annual Meeting of
Shareholders and until his or her successor is elected and qualified.
WHAT IS THE BACKGROUND OF THIS YEAR'S NOMINEES?
NAME, AGE, POSITION FIRST BECAME BUSINESS EXPERIENCE DURING
WITH CBRL A DIRECTOR PAST FIVE YEARS
-----------------------------------------------------------------------------------
ROBERT V. DALE, 64 1986 Retired; President, Windy Hill Pet
Director Food Company, Nashville, TN, from
March 1995 until the sale of the
company in July 1998; Partner in
PFB Partnership, Nashville, TN,
from August 1994 to March 1995;
President of Martha White Foods,
Inc., Nashville, TN, from October
1985 to August 1994
DAN W. EVINS, 66 1970 Chairman of CBRL since August
Director and Chairman 2001; Chairman and CEO from August
1995 to April 1999 and July 2000
to August 2001; Chairman,
President and CEO from 1970 to
August 1995 and April 1999 to July
2000; Board member of Clayton
Homes, Inc. since 1991
6
NAME, AGE, POSITION FIRST BECAME BUSINESS EXPERIENCE DURING
WITH CBRL A DIRECTOR PAST FIVE YEARS
-----------------------------------------------------------------------------------
EDGAR W. EVINS, 69 1970 Retired; President, DeKalb County
Director Bank and Trust Company,
Alexandria, TN, from 1958 until
June 1987
ROBERT C. HILTON, 64 1981 President, Autumn Capital,
Director Nashville, TN, since August 1999;
Chairman, President and CEO, Home
Technology Healthcare, Inc.,
Nashville, TN, from October 1991
to August 1999
CHARLES E. JONES, JR., 56 1981 President, Corporate
Director Communications, Inc., an
investor/shareholder
communications and public
relations firm, Nashville, TN
CHARLES T. LOWE, JR., 69 1970 Property developer and investor;
Director owner and principal in privately-
held yacht construction and sales
companies and warehouse company;
retired in 1993 as President of
Travel World, Inc., a travel
agency, Lebanon, TN
B. F. "JACK" LOWERY, 64 1971 Attorney; President and Chairman,
Director LoJac Companies, an asphalt
paving, highway construction and
building materials supplier and
contractor, Lebanon, TN
GORDON L. MILLER, 67 1974 Dentist, Lebanon, TN
Director
MARTHA M. MITCHELL, 61 1993 Senior Vice President (since
Director January 1987) and Senior Partner
(since July 1998) and Partner
(since January 1993), Fleishman-
Hillard, Inc., an international
communications consulting and
public relations firm, St. Louis,
MO
JIMMIE D. WHITE, 60 1993 Retired on December 11, 1995;
Director Senior Vice President - Finance
and CFO of CBRL from 1985 to 1995
7
NAME, AGE, POSITION FIRST BECAME BUSINESS EXPERIENCE DURING
WITH CBRL A DIRECTOR PAST FIVE YEARS
-----------------------------------------------------------------------------------
MICHAEL A. WOODHOUSE, 56 1999 President and CEO of CBRL since
Director, President and Chief August 4, 2001; President and COO
Executive Officer from July 2000 through August 3,
2001; Executive Vice President and
COO from July 1999 to July 2000.
Senior Vice President and CFO from
January 1999 to July 1999; Senior
Vice President Finance and CFO of
Cracker Barrel Old Country Store,
Inc. from December 1995 to
December 1998
WHAT IF A NOMINEE IS UNWILLING OR UNABLE TO SERVE?
That is not expected to occur. If it does, proxies will be voted for a
substitute designated by our Board of Directors.
ARE THERE ANY FAMILIAL RELATIONSHIPS BETWEEN ANY OF THE NOMINEES?
Yes. Dan W. Evins and Edgar W. Evins are brothers.
WHAT DOES THE BOARD OF DIRECTORS RECOMMEND?
Our Board of Directors recommends that you vote FOR the election of
these nominees.
8
CERTAIN TRANSACTIONS
-----------------------------------------------------------------------------
Except as disclosed under "Executive Compensation," and except as set
forth below, our executive officers, directors and director nominees did not
have significant business relationships with us which would require
disclosure under applicable SEC regulations and no other transactions which
need to be disclosed are anticipated during the 2002 fiscal year.
Through a subsidiary, we lease our store in Macon, Georgia from B. F.
"Jack" Lowery, one of our directors. The annual rent is the greater of (i)
12% of the total initial cost of the land, buildings and improvements, or
(ii) 5% of the total restaurant sales plus 3% of the gift shop sales. We pay
the taxes, insurance and maintenance. The lease now expires on June 1, 2011
with one 10-year option remaining. During the fiscal year ended August 3,
2001, our subsidiary paid a total of $168,274 in lease payments to Mr.
Lowery.
We use the services of Corporate Communications, Inc., a financial
public relations firm in Nashville, Tennessee, of which Charles E. Jones,
Jr., a director, is president and the major shareholder. During the past
fiscal year, we paid $24,000 to Corporate Communications, Inc. for services,
plus reimbursement of direct expenses including distribution of our annual
report, proxy materials, and quarterly reports.
We and our subsidiaries also use the services of Fleishman-Hillard,
Inc., a national public relations firm, in connection with our product and
service marketing efforts and in connection with litigation response and
general CBRL reputation public relations activities. Martha M. Mitchell, a
director, is a Senior Partner in that firm. During the past fiscal year, we,
or our subsidiaries, paid $35,750 to Fleishman-Hillard for its consulting
services, including corporate media consulting and response and concept
marketing, plus reimbursement of direct expenses.
We negotiated each of these transactions on an arms-length basis. Our
management believes that these transactions are fair and reasonable and that
their terms are no less favorable than could be obtained from unaffiliated
persons.
9
BOARD OF DIRECTORS
AND COMMITTEES
-----------------------------------------------------------------------------
WHAT IS THE STRUCTURE OF THE BOARD OF DIRECTORS?
Our Board of Directors must consist of at least five directors, but the
exact number is set by the Board. The Board of Directors has fixed the size
of the Board at eleven. All current directors are standing for re-election,
other than James C. Bradshaw who will retire upon the election of the Board
at the Annual Meeting. All directors are elected annually by our
shareholders.
HOW ARE DIRECTORS COMPENSATED?
Each outside director is paid an annual retainer of $20,000 plus a
director's fee of $1,000 for each Board and committee meeting attended.
During fiscal 2001, the chairperson of each committee received an additional
fee of $200 for each committee meeting attended. At its meeting on September
27, 2001, the Board of Directors determined to increase the additional fee
for the chairperson to $1,000 per meeting. We reimburse all outside directors
for out-of-pocket expenses incurred in connection with attendance at
meetings. Directors who also are employees of CBRL are not paid director's
fees or a retainer.
HOW OFTEN DID THE BOARD OF DIRECTORS MEET IN FISCAL YEAR 2001?
Our Board of Directors met five times during fiscal year 2001. Each
director attended at least 75% of the total of all meetings of the Board and
all committees on which he or she served.
WHAT ARE THE COMMITTEES OF THE BOARD?
Our Board has the following standing committees:
NUMBER OF
NAME OF FUNCTIONS OF MEETINGS IN
COMMITTEE & MEMBERS THE COMMITTEE FISCAL YEAR 2001
----------------------------------------------------------------------------------
AUDIT: * Acts as liaison between the Board 6
Robert C. Hilton, Chair and outside auditors
Charles E. Jones, Jr. * Receives information regarding the
Gordon L. Miller status of our financial condition
Jimmie D. White and effectiveness of our internal
financial controls
* Reviews internal accounting
controls and systems, including
internal audit plan
* Reviews results of the annual audit
10
NUMBER OF
NAME OF FUNCTIONS OF MEETINGS IN
COMMITTEE & MEMBERS THE COMMITTEE FISCAL YEAR 2001
----------------------------------------------------------------------------------
* Reviews quarterly earnings press
releases
* Reviews our accounting policies and
any change to those policies
* Reviews audit fees
The Audit Committee membership satisfies the requirements of the NASD with
respect to characteristics of independent directors.
COMPENSATION AND * Reviews and recommends salaries, 3
STOCK OPTION: bonuses and other cash compensation
Robert V. Dale, Chair of executive officers
Dr. James C. Bradshaw * Reviews the business plan with
Edgar W. Evins respect to option grants
Robert C. Hilton * Administers stock option plans
Martha M. Mitchell * Reviews executive management's
performance, particularly with
respect to financial goals for the
concluding fiscal year
* Reviews and approves proposed
compensation plans for the upcoming
fiscal year
EXECUTIVE: * Meets on a regular basis in months 10
Dan W. Evins, Chair during which the full Board does
Robert V. Dale not meet
B. F. "Jack" Lowery * Meets also at the call of the
Charles E. Jones, Jr. Chairman of the Board
Martha M. Mitchell * Meets when the timing of certain
Michael A. Woodhouse actions makes it appropriate to
convene the Committee rather than
the entire Board
NOMINATING: * Considers and recommends to the 1
Robert V. Dale, Chair Board nominees for director
Robert C. Hilton * This Committee will consider
Charles E. Jones, Jr. nominees recommended by
Charles T. Lowe, Jr. shareholders in writing prior to
B. F. "Jack" Lowery the annual deadline for
submission of shareholder
proposals
11
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------------------------
During our last fiscal year, our Compensation and Stock Option Committee
consisted of Robert V. Dale, Dr. James C. Bradshaw, Edgar W. Evins, Robert C.
Hilton and Martha M. Mitchell. No member of this committee has been our
employee at any time and, except for Martha M. Mitchell, no member has any
relationship with either us requiring disclosure under applicable regulations
of the SEC.
Ms. Mitchell is a Senior Partner in Fleishman-Hillard, Inc., a national
public relations firm. We and our subsidiaries use the services of Fleishman-
Hillard in connection with our product and service marketing efforts and in
connection certain public relations activities. During the past fiscal year,
we or our subsidiaries paid $35,750 to Fleishman-Hillard for its consulting
services, including corporate media consulting and response and concept, plus
reimbursement of direct expenses. We negotiated the fees for these services
on an arms-length basis. Our management believes that these fees are fair and
reasonable and are no less favorable than could be obtained from unaffiliated
persons.
EXECUTIVE COMPENSATION
-----------------------------------------------------------------------------
The following tables discuss the compensation earned by our Chief
Executive Officer and our four most highly compensated executive officers in
fiscal years 2001, 2000 and 1999. In particular, the table entitled "Option
Grants in Last Fiscal Year" sets forth all options to acquire CBRL common
stock granted to these officers during the fiscal year ended August 3, 2001
and the table entitled "Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values" sets forth the number and value of unexercised
options held by these officers at the fiscal year end. We will refer to these
officers as our "named executive officers" throughout this document.
12
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
SECURITIES
RESTRICTED UNDERLYING
STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL SALARY BONUS AWARDS GRANTED COMPENSATION
POSITION IN FY 2001 YEAR ($) ($) ($) (SHARES) ($)(1)
------------------- ---- ------- ------- ---------- ---------- ------------
Dan W. Evins, (2) 2001 500,000 662,700 -- 119,778 357,063
Chairman and 2000 400,400 270,270 -- 237,340 276,553
Chief Executive Officer 1999 400,400 -- -- 132,525 34,165
Michael A. Woodhouse,(3) 2001 450,000 477,144 -- 65,513 201,764
President and 2000 365,945 197,610 249,688 129,814 151,724
Chief Operating Officer 1999 240,240 -- -- 164,812 19,525
Lawrence E. White, (4) 2001 288,000 254,477 -- 34,462 115,646
Senior Vice President, 2000 203,636 120,000 -- 68,489 194,982
Finance and Chief
Financial Officer
James F. Blackstock, 2001 222,600 157,351 -- 30,154 70,551
Senior Vice President 2000 198,667 61,815 -- 47,800 54,220
and General Counsel, 1999 168,000 -- -- 26,172 6,936
Corporate Secretary
Donald M. Turner, (5) 2001 325,000 320,918 -- 43,077 130,831
Executive Vice President 2000 171,591 77,216 -- 85,357 86,880
and Chief Operating
Officer of Cracker Barrel
Old Country Store, Inc.
----------------------------------
(1) Includes premiums paid on Life and Disability insurance for coverage above that available to all
salaried employees generally of $38,811 for Mr. Evins, $19,154 for Mr. Woodhouse, $3,102 for Mr. White,
$2,625 for Mr. Blackstock and $9,082 for Mr. Turner; relocation expenses paid by CBRL for Mr. White of
$15,392; and CBRL's contributions to its 401(k) Employee Savings Plan and any deferred compensation
plan for each named executive officer in fiscal 2000. In addition, certain long-term incentive cash
awards were granted, in tandem with certain stock options, to the named executive officers. These
awards are designed to result in a long-term commitment to CBRL, and therefore, these awards cliff vest
at the end of fiscal year 2004, 5 years after the grant (subject to earlier 3 or 4 year vesting upon
accomplishment of specified performance goals). These cash awards may not be greater than the
originally specified amounts, but they could be reduced if the share price of our common stock
declines. While none of these cash amounts or options have vested during fiscal year 2001, the
following cash amounts were accrued for each officer during fiscal year 2001: Mr. Evins, $316,104; Mr.
Woodhouse, $172,896; Mr. White, $91,032; Mr. Blackstock, $63,660; and Mr. Turner, $115,716.
(2) Effective as of August 4, 2001, Mr. Evins serves solely as Chairman.
(3) Effective as of August 4, 2001, Mr. Woodhouse serves as President and Chief Executive Officer.
(4) Mr. White joined the Company in September 1999.
(5) Mr. Turner joined the Company in December 1999, and effective as of August 4, 2001, serves as President
and Chief Operating Officer of Cracker Barrel Old Country Store, Inc.
13
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OR OPTION TERM (2)
OPTIONS IN FISCAL BASE PRICE EXPIRATION ------------------------
NAME GRANTED YEAR ($/SHARE)(1) DATE 5% 10%
--------------------------------------------------------------------------------------------------
Dan W. Evins 119,778 4.8% $14.625 09-28-10 $ 1,101,668 $ 2,791,844
Michael A. Woodhouse 65,513 2.6% $14.625 09-28-10 $ 602,561 $ 1,527,009
Lawrence E. White 34,462 1.4% $14.625 09-28-10 $ 316,967 $ 803,257
James F. Blackstock 30,154 1.2% $14.625 09-28-10 $ 277,344 $ 702,844
Donald M. Turner 43,077 1.7% $14.625 09-28-10 $ 396,204 $ 1,004,060
------------------------
(1) The exercise price of the options granted equals the closing market price during normal trading hours
of our common stock on the day prior to the grant date. The options generally vest and become
exercisable at a cumulative rate of 33-1/3% per year. All remaining options also vest upon a defined
change in control of CBRL.
(2) The potential realizable values illustrate values that might be realized upon exercise immediately
prior to the expiration of the option term using 5% and 10% appreciation rates from the price at the
grant date (which is equal to the exercise price), as required by the SEC, compounded annually. These
values do not, and are not intended to, forecast possible future appreciation, if any, of CBRL's stock
price. Also, these values do not take into consideration any provisions for vesting over a period of
years or termination of options following termination of employment.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
# SHARES OPTIONS AT FY-END THE-MONEY OPTIONS AT FY-
AQCUIRED VALUE END(2)
UPON REALIZED ------------------------------------------------------
NAME EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------------------------------------------------------------------------------
Dan W. Evins 0 $ 0 483,323 336,320 $ 432,290 $ 1,636,451
Michael A. Woodhouse 0 $ 0 218,794 216,345 $ 400,763 $ 1,022,977
Lawrence E. White 0 $ 0 11,795 91,156 $ 57,058 $ 471,578
James F. Blackstock 8,172 $ 61,739 45,505 74,404 $ 9,433 $ 356,867
Donald M. Turner 0 $ 0 14,673 113,761 $ 123,253 $ 788,669
---------------------
(1) Value realized is calculated based on the difference between the option exercise price and the actual
sales price of shares sold.
(2) The last trade of CBRL common stock, as reported by Nasdaq on August 3, 2001, was at $19.15. That
price was used in calculating the value of unexercised options.
14
DO ANY NAMED EXECUTIVE OFFICERS HAVE EMPLOYMENT AGREEMENTS?
Yes. We have an employment agreement with Dan W. Evins.
WHAT ARE THE TERMS OF MR. EVINS' EMPLOYMENT AGREEMENT?
Mr. Evins' employment agreement provides for the payment of a specified
annual salary which shall not be decreased, and which may be increased from
time to time. The agreement also authorizes, upon the occurrence of certain
events, a severance payment equal to approximately three times the annual
salary of Mr. Evins in effect on the date of termination. These circumstances
generally include termination by CBRL without "cause" (as defined in the
agreement) or termination by Mr. Evins for "good reason" (as defined in the
agreement). The employment agreement also describes rights to compensation if
Mr. Evins' employment is terminated or suspended due to death, disability,
poor performance or wrongful activities. This agreement does not preclude Mr.
Evins' from participating in any other CBRL benefit plan or arrangement.
DOES CBRL HAVE ANY OTHER AGREEMENTS WITH ITS NAMED EXECUTIVE OFFICERS?
Yes. On September 30, 1999, our Board of Directors approved a plan
responding to change in control issues. The plan is based on recommendations
from an independent, outside compensation consultant and is designed to
encourage retention of key employees. Generally, our senior officers,
including the named executive officers, and other key personnel have been
provided agreements stating that upon a "change in control," they will
receive specified salary payments and other benefits.
WHAT ARE THE MATERIAL TERMS OF THE CHANGE IN CONTROL AGREEMENTS?
The change in control agreements provide that the named executive
officers will receive specified benefits if after a "change in control" there
is: (1) a material change in duties or responsibilities resulting in the
assignment of duties and responsibilities inferior to the duties and
responsibilities in effect at the time of change in control, (2) a reduction
in salary or a material change in benefits (excluding discretionary bonuses),
or (3) a change in the location of work assignments from the location at the
time of change in control to any other location that is further than 50 miles
away. The salary payments will equal 2.00 or 2.99 times the average salary
and bonus for the 3 years prior to a change in control (including, when
required, a gross-up payment to cover excise taxes), and benefits will
include continuation of and payments for health benefits for a 2-year period.
The agreements define "change in control" to include certain circumstances in
which a person becomes the beneficial owner of securities representing 20% or
more of the combined voting power of our voting stock, a majority of our
Board changes within a 2-year period, or we merge, consolidate or
reorganize.
15
REPORT OF THE COMPENSATION
AND STOCK OPTION COMMITTEE
-----------------------------------------------------------------------------
WHAT IS THE COMPENSATION AND STOCK OPTION COMMITTEE AND WHAT DOES IT DO?
The Compensation and Stock Option Committee of the Board of Directors
administers our compensation policies for our executive officers and other
senior management personnel. All members of this committee are outside, non-
employee directors. The committee recommends to the Board the salaries and
bonus plan for our executive officers, and it administers the stock option
plans pursuant to which all employee stock options are granted.
WHAT ARE THE COMPONENTS OF EXECUTIVE COMPENSATION?
Our compensation program for executive officers consists of three key
elements: base salary, bonus and longer-term incentives such as stock
options. Total compensation generally is targeted to be competitive at not
less than the 75th percentile of the market for positions of similar
responsibilities. We consider it necessary and appropriate to position
compensation packages at these levels to attract, retain and motivate
executives and other key management personnel with the essential
qualifications for managing our operations and growth.
BASE SALARY. In setting the fiscal 2001 base salary for each executive
officer, the committee reviewed the then-current salary for each of the
officers in relation to average salaries within the industry for comparable
areas of responsibility as presented in a report prepared for the committee
by independent executive compensation consultants. The committee also
considered the contribution made by each executive officer during fiscal
2000, as reported by the Chief Executive Officer, and it considered salary
recommendations made by the Chief Executive Officer, based on information
prepared by management, for the executive officers other than the Chairman
and Chief Executive Officer during fiscal 2001, Dan W. Evins. Except for
recommendations from management, the committee employed procedures similar to
those used for each of the other executive officers to determine the fiscal
2001 salary for Dan W. Evins.
BONUS. This committee continues the policy that the financial
performance of CBRL should be a significant factor in rewarding our executive
officers. In July of each year, this committee reviews the expected
financial performance of CBRL for the concluding fiscal year and considers
the internal budget established for the next fiscal year in setting certain
financial goals and specific objective criteria for executive officer
bonuses.
Generally, bonus awards are calculated based on the following factors:
(1) CBRL or operating unit financial results compared to the CBRL or
operating unit business plan, (2) the individual's performance measured by
CBRL operating unit financial results compared to its business plan, (3) the
individual's fiscal year base salary amount, and (4) the individual's target
bonus percentage. Maximum bonus percentages available to executive officers
range from
16
180% to 337.5% of base salary (337.5% for Mr. Evins, 270% for Mr. Woodhouse,
225% for Mr. White, 180% for Mr. Blackstock, and 225% for Mr. Turner).
Cash bonuses were paid under the bonus plan for fiscal 2001 as follows:
$662,700, Mr. Evins, $477,144, Mr. Woodhouse, $254,477, Mr. White and
$157,351, Mr. Blackstock. Mr. Turner was paid $320,918 under the bonus plan
for fiscal 2001 based upon the operating results at Cracker Barrel Old
Country Store.
LONGER-TERM INCENTIVES. Our longer-term incentive program for executive
officers is designed to recognize market effects on senior management
compensation, to foster a long-term commitment to us and our subsidiaries, to
encourage future performance which contributes to stock price appreciation,
and to provide a comprehensive method of compensating executive officers
while balancing our costs. An officers' long-term incentive is comprised of
2 parts: stock options and a separate "Cash Opportunity Award."
Stock Options.
-------------
In contrast to salary and bonus awards, which generally are for past
effort and performance, annual stock options are intended to engender loyalty
and commitment to CBRL and to encourage future performance which contributes
to stock price appreciation. They are granted at an exercise price which is
equal to the closing market price of CBRL common stock on the day before the
grant date, and therefore have no realizable value to the option holder until
the stock trading price increases. We generally have granted nonqualified
stock options annually, and those awards are based on targets and valuations
recommended by an independent, outside compensation consultant. In recent
years, we have extended option grants down into the organization as far as
the top hourly employee positions in our Cracker Barrel stores.
Cash Opportunity Award.
----------------------
The Cash Opportunity Award is comprised of a tandem cash and stock
option award. The Cash Opportunity Award is designed to focus specifically
on employee retention. It vests entirely 5 years after the award grant date,
at the end of fiscal year 2004, but it may vest earlier at 3 or 4 years, upon
achievement of specified CBRL or specified operating company performance
goals. This earlier vesting can be achieved only if CBRL reaches Total
Shareholder Return goals (or for subsidiary executives, Operating Income
Goals) specified by our Board when this program was adopted. The cash
portion of the Cash Opportunity Award will not increase over the 5-year
period, but the cash amount will be reduced proportionately if the price of
CBRL common stock on the vesting date is less than $13.0625 for Mr. Evins,
Mr. Woodhouse, Mr. White and Mr. Blackstock and $10.75 for Mr. Turner (the
stock prices as of the award grant dates). The stock options originally
granted under the Cash Opportunity Award have an exercise price of $13.0625
for Mr. Evins, Mr. Woodhouse, Mr. White and Mr. Blackstock and $10.75 for Mr.
Turner, and they will expire 6 months after the date they vest. For example,
these options will expire January 31, 2005, if they vest at the end of fiscal
year 2004.
17
HOW ARE THE LIMITATIONS ON DEDUCTIBILITY OF COMPENSATION HANDLED?
Section 162(m) of the Internal Revenue Code limits the deductibility of
executive compensation paid by publicly held corporations to $1 million per
employee, unless certain requirements are met. CBRL policy is generally to
design our compensation plans and programs to ensure full deductibility.
This committee attempts to balance this policy with compensation programs
designed to motivate management to maximize shareholder value. If this
committee determines that the shareholders' interests are best served by the
implementation of compensation policies that are affected by Section 162(m),
CBRL policies do not restrict this committee from exercising discretion in
approving compensation packages even though that flexibility may result in
certain non-deductible compensation expenses.
WHO HAS FURNISHED THIS REPORT?
This report on executive compensation has been furnished by the members
of the Compensation and Stock Option Committee:
* Robert V. Dale, Chairman
* James C. Bradshaw
* Edgar W. Evins
* Robert C. Hilton
* Martha M. Mitchell
18
AUDIT COMMITTEE REPORT
-----------------------------------------------------------------------------
The Audit Committee of the Board is responsible for providing
independent, objective oversight and review of CBRL's accounting functions
and internal controls. This committee is comprised of four directors who are
independent as determined in accordance with Rule 4200(a)(14) of the National
Association of Securities Dealers listing standards. On May 25, 2000, the
Board of Directors adopted an Audit Committee Charter to govern this
committee, a copy of which was attached as Appendix A to our Proxy Statement
for the 2000 Annual Meeting of Shareholders. This committee is responsible
for recommending to the Board that our audited financial statements be
included in our annual report. In connection with this recommendation, this
committee took the following steps:
* Discussed with our auditors their judgment as to the quality, not
just the acceptability, of our accounting principals and such other
matters as are required to be discussed under generally accepted
auditing standards, including information concerning the scope and
result of the audit. These communications and discussions are
intended to assist this committee in overseeing the financial
reporting and disclosure process.
* Discussed with our independent auditors the auditors' independence
and received written disclosures from our auditors regarding
independence as required under applicable independence standards for
auditors of public companies. In addition, this committee considered
the compatibility of certain non-audit services with the auditors'
independence. This discussion and disclosure informed this committee
of the auditors' independence, and assisted this committee in
evaluating that independence.
* Reviewed and discussed, with our management and independent auditors,
our audited consolidated balance sheets as of August 3, 2001 and July
28, 2000 and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the
three-year period ended August 3, 2001.
Based on the discussions with our independent auditors concerning the
audit, the independence discussions, the financial statement review, and
additional matters deemed relevant and appropriate by this committee,
including the internal audit, this committee recommended to the Board that
these audited financial statements be included in our Annual Report on Form
10-K.
This report has been furnished by the members of the Audit Committee:
* Robert C. Hilton, Chairman
* Charles E. Jones, Jr.
* Gordon L. Miller
* Jimmie D. White
19
SHAREHOLDER RETURN
PERFORMANCE GRAPH
-----------------------------------------------------------------------------
This graph compares the cumulative percentage change in the return on
the shares of our common stock (assuming reinvestment of dividends) each year
for the last five years with the Standard & Poor's 400 MidCap Index and a
Total Return Index comprised of all Nasdaq companies with the same two-digit
SIC (Standard Industrial Classification) code (58-Eating and Drinking Places)
as CBRL. The data set forth in the chart below has been provided by The
Nasdaq Stock Market.
1996 1997 1998 1999 2000 2001
---------------------------------------
CBRL 100 132 138 69 55 87
NASDAQ (SIC Code 58XX) 100 102 99 102 90 124
S&P 400 Midcap 100 140 156 187 224 240
20
STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
-----------------------------------------------------------------------------
The following table shows how much of our common stock is owned by
persons, other than our directors and executive officers, who, as of October
2, 2001, were known to management to be the beneficial owners of more than 5%
of our outstanding common stock. We have no other class of equity securities
outstanding.
NAME AND ADDRESS
OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS
-----------------------------------------------------------------------------
FMR Corp. (1) 3,425,800(1) 6.03%
82 Devonshire Street
Boston, Massachusetts 02109
---------------------------
(1) Each of FMR Corp., a holding company, and its Chairman, Edward C.
Johnson 3d, has sole voting power over 45,000 shares and sole
dispositive power over 3,425,800 shares of CBRL common stock.
Fidelity Management & Research Company, a wholly-owned subsidiary of
FMR Corp., has sole voting power over 3,380,800 shares of CBRL common
stock. This information is based upon the Schedule 13G jointly filed
by FMR Corp., Edward C. Johnson 3d, Abigail P. Johnson (a director
and 24.5% shareholder of FMR Corp.) and Fidelity Management &
Research Company with the SEC on February 13, 2001.
21
The following information shows how much of our common stock is owned,
as of September 20, 2001, by all directors and named executive officers, and
by all current directors and executive officers as a group. Unless otherwise
noted, the persons named in the table may be contacted at our executive
offices, and they have sole voting and investment power with respect to the
shares indicated.
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED (1) PERCENT OF CLASS
-----------------------------------------------------------------------------
Dan W. Evins 1,094,046 1.9%
Michael A. Woodhouse 281,246 *
Lawrence E. White 40,078 *
James F. Blackstock 70,640 *
Donald M. Turner 54,032 *
James C. Bradshaw 545,719 1.0%
Robert V. Dale 79,416 *
Edgar W. Evins 70,162 *
Robert C. Hilton 101,299 *
Charles E. Jones, Jr. 102,761 *
Charles T. Lowe, Jr. 810,093 1.5%
B. F. "Jack" Lowery 250,125 *
Gordon L. Miller 167,167 *
Martha M. Mitchell 42,072 *
Jimmie D. White 23,340 *
All executive officers and
directors as a group (16) 3,826,530 6.5%
--------------------------
*Less than one percent.
(1) Includes the following number of shares subject to options
exercisable by the named holders within 60 days:
James F. Blackstock 68,440 B. F. "Jack" Lowery 142,670
James C. Bradshaw 142,670 Gordon L. Miller 66,734
Robert V. Dale 66,734 Martha M. Mitchell 41,422
Dan W. Evins 584,046 Donald M. Turner 29,032
Edgar W. Evins 66,734 Jimmie D. White 0
Robert C. Hilton 92,046 Lawrence E. White 35,078
Charles E. Jones, Jr. 92,046 Michael A. Woodhouse 272,946
Charles T. Lowe, Jr. 66,734
All officers and directors as a group (16 Persons) 1,860,966
The shares described in this note are considered outstanding for
the purpose of computing the percentage of outstanding CBRL
common stock owned by each named individual and by the group.
They are not considered outstanding for the purpose of computing
the percentage ownership of any other person.
22
PROPOSAL 2:
APPROVAL OF APPOINTMENT OF AUDITORS
----------------------------------------------------------------------------
WHO HAS THE BOARD RETAINED AS OUR INDEPENDENT AUDITORS?
The Board has retained Deloitte & Touche LLP as our independent auditors
for the current fiscal year, subject to shareholder approval.
HOW LONG HAS DELOITTE & TOUCHE LLP SERVED AS OUR INDEPENDENT AUDITORS?
Deloitte & Touche LLP has served as our independent auditors since 1972.
WILL REPRESENTATIVES OF DELOITTE & TOUCHE LLP ATTEND THE ANNUAL MEETING?
Representatives of Deloitte & Touche LLP have been requested to attend
the annual meeting. These representatives will have the opportunity to make
a statement if they so desire and are expected to be available to respond to
appropriate questions.
WHAT DOES THE BOARD OF DIRECTORS RECOMMEND?
Our Board recommends that you vote FOR the appointment of Deloitte &
Touche LLP as our independent auditors for the 2002 fiscal year.
FEES PAID TO AUDITORS
----------------------------------------------------------------------------
The following table sets forth certain fees billed to CBRL by Deloitte
& Touche LLP in connection with various services provided to us throughout
fiscal year 2001.
SERVICE AGGREGATE FEES BILLED ($)
------- -------------------------
Audit Fees 239,717 (1)
Financial Information Systems Design
and Implementation Fees --
All Other Fees 871,301 (2)
------------------------
(1) Represents aggregate fees billed for professional services rendered
for the audit of our consolidated financial statements for the fiscal
year ended August 3, 2001 and the reviews of our consolidated
financial statements contained in our Form 10-Q for each of the
quarters ended October 27, 2000, January 26, 2001 and April 27, 2001.
(2) Represents aggregate fees billed other than the fees disclosed under
"Audit Fees" and "Financial Information Services Design and
Implementation Fees", for the 2001 fiscal year. The Audit Committee
has considered whether the provision of these services is compatible
with maintaining the independence of Deloitte & Touche LLP.
23
PROPOSAL 3:
SHAREHOLDER PROPOSAL
----------------------------------------------------------------------------
WHO IS SUBMITTING THIS SHAREHOLDER PROPOSAL?
The New York City Employees' Retirement System, Office of the
Comptroller, 1 Centre Street, New York, New York 10007, has stated that it is
the beneficial owner of 98,984 shares of our common stock and has informed us
that it intends to present the proposal described below at the annual
meeting.
WHAT IS THE SHAREHOLDER PROPOSAL?
WHEREAS, in February, 1991 the management of CBRL Group, Inc. (formerly
Cracker Barrel Old Country Stores) announced a policy of discrimination in
employment against gay men and lesbians; and
WHEREAS, although CBRL Group's management asserts that this
discrimination policy has been rescinded, the company has refused to rehire
fired workers and media reports have indicated that gay and lesbian workers
continue to be dismissed on the basis of their sexual orientation; and
WHEREAS, employment discrimination on the basis of sexual orientation
may deprive corporations of the services of productive employees, leading to
less efficient corporate operations which in turn can have a negative impact
on shareholder value;
RESOLVED, shareholders request the Board of Directors to implement non-
discriminatory policies relating to sexual orientation and to add explicit
prohibitions against such discrimination to its corporate employment policy
statement.
WHAT DOES THE BOARD RECOMMEND?
Our Board of Directors recommends that you vote AGAINST this proposal.
WHY DOES OUR BOARD RECOMMEND VOTING AGAINST THIS PROPOSAL?
While our Board shares the proponent's interests in preventing
discrimination in the workplace, our Board believes that our current policies
and practices already achieve the objectives of this proposal. Despite the
proponent's assertions, we do not dismiss gay and lesbian personnel on the
basis of their sexual orientation. We hire men and women solely on the basis
of their relevant qualifications, experience and performance capabilities and
we are committed to
24
keeping our workplaces free of all forms of discrimination. We do not obtain
information with respect to sexual orientation, and we comply with applicable
local, state and federal employment laws and adhere to equal employment
hiring policies which require us to hire without regard to race, color,
creed, age or gender. Our Board believes that any attempt to name all
possible examples of prohibited discrimination other than those which are
specifically prohibited by federal law would result in a long list that would
only divert attention from the basic goal of a diverse and fully compliant
workplace. Even more troubling is the fact that it would be impossible to
list every group which has the potential to be discriminated against in some
way. By listing only some such groups, other groups could be made to feel
they were deliberately being excluded from our anti-discrimination policies.
Directly stated, we adhere to the letter and spirit of the law regarding
non-discrimination in the workplace and seek to comply at all times with all
applicable laws affecting hiring and employment. In fact, we desire to hire
the broadest range of qualified and capable employees for all positions.
Because we already adhere to such a broad policy and because many years ago
Cracker Barrel Old Country Store, Inc. rescinded any policies which may have
been regarded as discriminatory with respect to gay or lesbian individuals,
our Board does not believe that a formal or written non-discrimination policy
relating specifically and exclusively to sexual orientation is appropriate or
necessary.
25
SHAREHOLDER PROPOSALS
FOR 2002 ANNUAL MEETING
----------------------------------------------------------------------------
To be considered for inclusion in our proxy materials relating to the
2002 annual meeting of shareholders, proposals must be submitted by eligible
shareholders who have complied with the relevant regulations of the SEC and
must be received no later than June 28, 2002. In addition, if we are not
notified of a shareholder proposal by September 11, 2002, then the proxies
held by our management may provide the discretion to vote against such
shareholder proposal, even though the proposal is not discussed in our proxy
materials sent in connection with the 2002 annual meeting of shareholders.
Shareholder proposals should be mailed to Corporate Secretary, CBRL Group,
Inc., P. O. Box 787, Hartmann Drive, Lebanon, Tennessee 37088-0787.
ANNUAL REPORT AND FINANCIAL INFORMATION
----------------------------------------------------------------------------
A copy of our Annual Report to Shareholders for fiscal year 2001 is
being mailed to each shareholder with this Proxy Statement. A copy of our
Annual Report on Form 10-K, and a list of all its exhibits, will be supplied
without charge to any shareholder upon written request sent to our principal
executive offices: CBRL Group, Inc., Attention: Investor Relations, P. O.
Box 787, Lebanon, Tennessee 37088-0787. Exhibits to the Form 10-K are
available for a reasonable fee.
OTHER BUSINESS
----------------------------------------------------------------------------
Our management is not aware of any other matters to be brought before
the annual meeting. However, if any other matters are properly brought
before the annual meeting, the persons named in the enclosed form of proxy
will have discretionary authority to vote all proxies with respect to those
matters in accordance with their best judgment.
26
APPENDIX A
FORM OF PROXY CARD
CBRL GROUP, INC.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, NOVEMBER 27, 2001.
The undersigned hereby appoints Dan W. Evins and Michael A. Woodhouse,
and each of them, as proxies, with full power of substitution, to vote all
shares of the undersigned as shown below on this proxy at the Annual Meeting
of Shareholders of CBRL Group, Inc. to be held at the Company's offices
located at 305 Hartmann Drive, Lebanon, Tennessee, on Tuesday, November 27,
2001, at 10:00 a.m., Central Time, and at any adjournments of that meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
1. TO ELECT DIRECTORS:
[ ] FOR all of the following nominees: Robert V. Dale, Dan W. Evins,
Edgar W. Evins, Robert C. Hilton, Charles E. Jones, Jr., Charles T.
Lowe, Jr., B. F. "Jack" Lowery, Gordon L. Miller, Martha M. Mitchell,
Jimmie D. White and Michael A. Woodhouse.
[ ] FOR all nominees EXCEPT* (withhold authority to vote for the
following nominee(s)): *Please print name(s) of nominees for whom you
wish to withhold authority to vote:
---------------------------------------------------------------------
[ ] WITHHOLD AUTHORITY (ABSTAIN) to vote for all nominees.
2. TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR FISCAL YEAR 2002.
[ ] FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY (ABSTAIN)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 3.
3. TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD OF
DIRECTORS ADOPT WRITTEN NON-DISCRIMINATION POLICIES RELATING TO
SEXUAL ORIENTATION.
[ ] FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY (ABSTAIN)
(Please sign and date this Proxy.)
4. In their discretion, to transact all other business that is properly
brought before the meeting or any adjournment of the meeting. Your
shares will be voted in accordance with your instructions. IF NO
CHOICE IS SPECIFIED, SHARES WILL BE VOTED FOR ALL NOMINEES IN THE
ELECTION OF DIRECTORS, FOR APPROVAL OF SELECTION OF DELOITTE & TOUCHE
LLP, AND AGAINST THE SHAREHOLDER PROPOSAL TO ADOPT WRITTEN NON-
DISCRIMINATION POLICIES RELATING TO SEXUAL ORIENTATION.
Date__________________________, 2001
PLEASE SIGN HERE AND RETURN PROMPTLY
____________________________________
____________________________________
Please sign exactly as your name
appears at left. If registered in
the names of two or more persons,
each should sign. Executors,
administrators, trustees,
guardians, attorneys and corporate
officers should show their full
titles.
_____________________________________________________________________________
If you have changed your address, please PRINT your new address on this line.
