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CBRL > SEC Filings for CBRL > Form 8-K on 20-Nov-2012All Recent SEC Filings

Show all filings for CRACKER BARREL OLD COUNTRY STORE, INC

Form 8-K for CRACKER BARREL OLD COUNTRY STORE, INC


20-Nov-2012

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2012 annual meeting of shareholders of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the "Company"), was held on November 15, 2012 (the "Annual Meeting"). On November 20, 2012, IVS Associates, Inc., the independent inspector of elections for the Annual Meeting ("IVS"), delivered its certification of final voting results for the Annual Meeting to the Company. The voting results show that a total of 19,595,054 shares of the Company's common stock, out of a total of 23,642,398 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies at the Annual Meeting, and that the results for each proposal presented to shareholders at the Annual Meeting are as set forth below:

1. Election to the Company's Board of Directors of 10 out of the following 12 director nominees:

                                           For            Withheld
                 Thomas H. Barr          15,396,797       *4,198,257
                 James W. Bradford       13,831,209           58,572
                 Sandra B. Cochran       15,401,129       *4,193,925
                 Glenn A. Davenport      15,389,230       *4,205,824
                 Richard J. Dobkin       13,841,252           48,529
                 Norman E. Johnson       15,393,209       *4,201,845
                 William W. McCarten     15,395,977       *4,199,077
                 Martha M. Mitchell      15,208,389       *4,386,665
                 Coleman H. Peterson     15,389,973       *4,205,081
                 Andrea M. Weiss         15,395,517       *4,199,537
                 Sardar Biglari           5,631,605           73,688
                 Philip L. Cooley         5,632,068           73,205

* The Company's proxy solicitor, MacKenzie Partners, Inc. ("MacKenzie"), has informed the Company that MacKenzie determined that Biglari Holdings Inc. and its affiliates withheld 4,091,037 votes for each of Messrs. Barr, Davenport, Johnson, McCarten and Peterson and Mses. Cochran, Mitchell and Weiss.

The following 10 directors were elected at the Annual Meeting: Thomas H. Barr, James W. Bradford, Sandra B. Cochran, Glenn A. Davenport, Robert J. Dobkin, Norman E. Johnson, William W. McCarten, Martha M. Mitchell, Coleman H. Peterson and Andrea M. Weiss. In addition, IVS has advised the Company that there were zero broker non-votes for proposal 1.

2. Approval of the Company's shareholder rights plan:

For Against Abstentions 12,946,563 *6,587,055 61,429

* MacKenzie has informed the Company that MacKenzie determined that Biglari Holdings Inc. and its affiliates cast 4,091,037 votes against the approval of proposal 2.

In addition, IVS has advised the Company that there were zero broker non-votes for proposal 2.

3. Adoption of a non-binding advisory resolution on the Company's executive compensation as described in the Company's 2012 proxy statement ("say-on-pay"):

For Against Abstentions 13,684,144 *5,780,178 130,720

* MacKenzie has informed the Company that MacKenzie determined that Biglari Holdings Inc. and its affiliates cast 4,091,037 votes against the adoption of proposal 3.


In addition, IVS has advised the Company that there were zero broker non-votes for proposal 3.

4. Ratification of the selection of Deloitte & Touche LLP as the Company's registered independent public accounting firm for 2013:

For Against Abstentions 19,275,099 267,008 52,946

In addition, IVS has advised the Company that there were zero broker non-votes for proposal 4.


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