UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 February 22, 2024, Cracker Barrel Old Country Store, Inc. (the “Company”) and the Company’s Executive Chair and former President and Chief Executive Officer, Sandra B. Cochran, mutually agreed to terminate the Employment Agreement dated July 17, 2023, between the Company and Ms. Cochran (the “Employment Agreement”) and to accelerate Ms. Cochran’s effective retirement date thereunder, both effective on February 22, 2024. Also effective on February 22, 2024, Ms. Cochran resigned from the Company’s Board of Directors (the “Board”), and the Board named Carl T. Berquist, the Board’s current Lead Independent Director, as the independent Chairman of the Board and decreased the size of the Board from eleven to ten members in accordance with the Company’s Second Amended and Restated Bylaws and the Company’s Amended and Restated Charter.
The Board unanimously approved the early termination of the Employment Agreement and the acceleration of Ms. Cochran’s retirement after concluding that Ms. Cochran had successfully delivered all of the substantive benefits that the Board had intended when it structured Ms. Cochran’s succession and approved the Company’s entry into the Employment Agreement. Among other things, these benefits included the successful onboarding of and transition of Ms. Cochran’s responsibilities to her successor as President and Chief Executive Officer, Julie Masino; Ms. Cochran’s mentorship of Ms. Masino since Ms. Masino joined the Company; and Ms. Cochran’s contributions to Board transition, succession planning, and director recruitment efforts since assuming the Executive Chair role on November 1, 2023.
The Board expresses its deep appreciation for Ms. Cochran’s faithful performance of her obligations under the Employment Agreement and, more importantly, her outstanding leadership of the Company for more than twelve years. The early termination of the Employment Agreement and the corresponding acceleration of Ms. Cochran’s retirement and associated resignation from the Board are not the result of any disagreement with the Company.
The Employment Agreement and Ms. Cochran’s continuing rights and obligations thereunder are detailed in the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2023. Ms. Cochran will be entitled to those payments and other retirement benefits specified under Section 4.4 of the Employment Agreement when and as payable. No payments of cash or equity granted to Ms. Cochran will be accelerated in connection with the early termination of the Employment Agreement, and all awards of cash and equity previously granted to Ms. Cochran that are subject to future performance conditions will be paid only if and to the extent such conditions are ultimately satisfied, as determined by the Compensation Committee of the Board.
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: February 23, 2024 |
CRACKER BARREL OLD COUNTRY STORE, INC. | |
| By: | /s/ Richard M. Wolfson | |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |