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   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))

 

¨	Definitive Proxy Statement

 

x	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):

 

x	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

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

 

CRACKER BARREL OLD COUNTRY STORE, INC.

 

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 2023

 

Notice of Annual Meeting of Shareholders

 

WHEN AND WHERE IS THE SHAREHOLDER MEETING?

 

The 2023 Annual Meeting of Shareholders of Cracker Barrel Old Country Store, Inc. will be held on Thursday, November 16, 2023, at 10:00 a.m. Central Time, in an online-only format, with attendance via the internet, at http://www.cesonlineservices.com/cbrl23_vm. There will be no physical location for in-person attendance at the Annual Meeting.

 

WHAT IS BEING VOTED ON AT THE SHAREHOLDER MEETING?

 

	·	Election of ten Directors: Thomas H. Barr, Carl T. Berquist, Jody L. Bilney, Sandra B. Cochran, Meg G. Crofton, Gilbert R. Dávila, Julie Masino, William M. Moreton, Gisel Ruiz, and Darryl L. Wade.
	·	To approve, on an advisory basis, the compensation of the Company’s named executive officers.
	·	To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
	·	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.

 

WHAT DOES THE BOARD OF DIRECTORS RECOMMEND?

 

The Board of Directors recommends that shareholders vote FOR ALL of the nominees, FOR approval, on an advisory basis, of the compensation of the Company’s named executive officers, for every ONE YEAR as the frequency of future advisory votes to approve the compensation of the Company’s named executive officers and FOR ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.

 

HOW CAN I GET A COMPLETE SET OF PROXY MATERIALS?

 

This is not a proxy card. If you wish to cast your vote on a traditional proxy card, you must request a paper copy of the proxy materials by following the instructions below.

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

The following documents can be viewed at: www.viewourmaterial.com/CBRL

 

	·	Annual Report
	·	Proxy Statement

 

If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before November 2, 2023 to facilitate timely delivery.

 

You may request a paper or email copy of the proxy materials by following the instructions below. You will be asked to provide the control number (located by the arrow in the box below).

 

1.	Call the toll-free telephone number 1-800-516-1564 and follow the instructions provided, or
2.	Access the website, www.SendMaterial.com, and follow the instructions provided, or
3.	Send us an email at papercopy@SendMaterial.com with your control number in the subject line. Unless you instruct us otherwise, we will reply to your email with a copy of the proxy materials in PDF format for this meeting only.

 

	To vote your shares, you can attend the virtual Annual Meeting of Shareholders and vote or you can:
	1.	Go to www.viewourmaterial.com/CBRL
	2.	Click on the icon to vote your shares.
	3.	Enter the 11-digit Control Number (located by the arrow in the box above).
	4.	Follow the instructions to record your vote.
	You will be able to vote until 6:00 a.m. on November 16, 2023.