UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 10, 2020, Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K and that is incorporated by reference into this Item, announcing that the Board of Directors (the “Board”) of the Company had elected Gilbert Dávila, effective as of July 10, 2020, to serve as a director until the Company’s next annual meeting of shareholders. Pursuant thereto and to the Company’s Amended and Restated Bylaws and in accordance with its Amended and Restated Charter, the Board increased the size of the Board from nine to ten members, effective with Mr. Dávila’s appointment. Mr. Dávila has not yet been appointed to any committees of the Board.
Mr. Dávila will receive compensation as an outside director generally in accordance with the Company’s outside director compensation practices described in the Company’s proxy statement filed with the Securities and Exchange Commission on October 11, 2019. The initial annual retainer and equity grant to be received by Mr. Dávila will be prorated for his period of service during the year in which he was elected to the Board.
There are no arrangements or understandings between Mr. Dávila, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Dávila was selected as a director of the Company. Mr. Dávila has no family relationships with any of the Company’s directors or executive officers. Mr. Dávila has not been a party to any transactions that would be required to be reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |||
| 99.1 |
Press Release issued by Cracker Barrel Old Country Store, Inc. dated July 10, 2020 | |||
| 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: July 10, 2020 |
CRACKER BARREL OLD COUNTRY STORE, INC. | |||||
| By: |
/s/ Jill M. Golder | |||||
| Name: |
Jill M. Golder | |||||
| Title: |
Senior Vice President and Chief Financial Officer | |||||
Exhibit 99.1
Media Contact:
Heidi Pearce
heidi.pearce@crackerbarrel.com
(615) 235-4135
Investor Contact:
Adam Hanan
adam.hanan@crackerbarrel.com
615-443-9887
Cracker Barrel Old Country Store® Elects Gilbert Dávila to Board of Directors
LEBANON, TN. (July 10, 2020) – Cracker Barrel Old Country Store® (Nasdaq: CBRL) today announced that Gilbert Dávila has been elected to the company’s Board of Directors, effective immediately. Mr. Dávila is the founder and CEO of DMI Consulting - a leading multicultural marketing, diversity & inclusion and strategy firm in the United States, assisting mostly Fortune 200 companies to develop strategic growth platforms focused on America’s fastest growing populations/segments. Prior to founding DMI, Mr. Dávila spent seven years (2003-2010) as the Vice President, Global Diversity and Multicultural Market Development at The Walt Disney Company.
An expert in the fields of market segmentation, data management and digital marketing, Mr. Dávila brings valuable consumer, marketing, brand management and diversity & inclusion experience to Cracker Barrel. In addition to his work at Disney, Mr. Dávila was the Vice President, Multicultural Management for Sears & Roebuck Company, a former Marketing Director Northeast Region for Coca-Cola USA and held sales and marketing roles at Procter & Gamble. Mr. Dávila is considered a preeminent subject matter expert in attaining brand growth by targeting multicultural/inclusive segments in the United States.
“As part of our established Board succession planning initiatives and to support Cracker Barrel’s strategic focus on digital and multicultural engagement with employees and guests, we have been searching for a leader with Gilbert’s expertise and experience. We are thrilled to welcome him to our Board,” said Cracker Barrel Chairman of the Board William McCarten. “I am confident that Gilbert’s deep knowledge of digital marketing, market segmentation and Diversity & Inclusion, in addition to his decades of experience with some of the world’s most respected brands, will provide tremendous benefits to our company and our management team.”
About Cracker Barrel Old Country Store, Inc.
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) shares warm welcomes and friendly service while offering guests quality homestyle food and unique shopping – all at a fair price. By creating a world filled with hospitality and charm through an experience that combines dining and shopping, guests are cared for like family. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate 663 company-owned Cracker Barrel Old Country Store locations in 45 states and own the fast casual Maple Street Biscuit Company. For more information about the company, visit crackerbarrel.com.
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