UNITED STATES
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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 November 1, 2023, the Board of Directors of Cracker Barrel Old Country Store, Inc. (the “Company”) elected Julie Masino, age 52, to serve as a director until the 2023 annual meeting of the shareholders. Pursuant thereto and to the Company’s Second Amended and Restated Bylaws and in accordance with the Company’s Amended and Restated Charter, the Board of Directors increased the size of the Board from twelve to thirteen members, effective with Ms. Masino’s appointment. Ms. Masino has not been appointed to any committees of the Board of Directors.
Ms. Masino is a party to an Employment Agreement dated July 17, 2023 with the Company (the “Employment Agreement”). A summary of the Employment Agreement is incorporated herein by reference to the summary included in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 18, 2023.
Other than the Employment Agreement, there are no arrangements or understandings between Ms. Masino, on the one hand, and any other person, on the other hand, pursuant to which Ms. Masino was selected as a director of the Company. Ms. Masino has no family relationships with any of the Company’s directors or executive officers. Ms. Masino has not been a party to any transactions that would be required to be reported under Item 404(a) of Regulation S-K.
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: November 6, 2023 | CRACKER BARREL OLD COUNTRY STORE, INC. | |
| By: | /s/ Richard M. Wolfson | |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |