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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): February 26, 2025

 

 

 

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Tennessee   001-25225   62-0812904

(State or Other Jurisdiction

of Incorporation) 

   (Commission File Number)

(IRS Employer

Identification No.) 

         

305 Hartmann Drive, Lebanon, Tennessee 37087

(Address of Principal Executive Offices) (Zip code)

 

(615) 444-5533

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered

Common Stock (Par Value $0.01)
Rights to Purchase Series A Junior Participating
Preferred Stock (Par Value $0.01)

   CBRL   The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 26, 2025, Meg G. Crofton notified Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”) that she intends to resign from the Board of Directors (the “Board”) of the Company for personal reasons effective February 26, 2025. Ms. Crofton’s decision to resign from the Board is not the result of any disagreement with the Company.

 

A copy of Ms. Crofton’s letter of resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.  Description
   
99.1 Letter of Resignation from Meg G. Crofton dated February 26, 2025
   
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: February 28, 2025 CRACKER BARREL OLD COUNTRY STORE, INC.
   
  By: /s/ Richard M. Wolfson
  Name: Richard M. Wolfson
  Title: Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

Exhibit 99.1

 

February 26, 2025

 

VIA EMAIL

 

Cracker Barrel Old Country Store, Inc.

305 Hartmann Drive

Lebanon, TN 37087

Attention: Richard Wolfson, Corporate Secretary
Email: richard.wolfson@crackerbarrel.com

 

Re: Retirement from the Board of Directors of Cracker Barrel Old Country Store, Inc.

 

Dear Rich:

 

Please accept this letter as notice of my intention to retire from the Board of Directors of Cracker Barrel Old Country Store, Inc., effective as of February 26, 2025. This decision is motivated entirely by personal interests and not because of any disagreement with management or my fellow directors, whom I hold in high esteem.

 

It has been a privilege to have served as a Cracker Barrel director over the past eight years, and I wish you and the Company continued success. Please do not hesitate to reach out if I can be of any help to you or the Company in the future.

 

Respectfully submitted,
   
/s/ Meg Crofton
Meg G. Crofton

 

 

 

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