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CBRL > SEC Filings for CBRL > Form 8-K on 18-Nov-2013All Recent SEC Filings

Show all filings for CRACKER BARREL OLD COUNTRY STORE, INC | Request a Trial to NEW EDGAR Online Pro

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


18-Nov-2013

Submission of Matters to a Vote of Security Holders


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

The 2013 annual meeting of shareholders of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the "Company"), was held on November 13, 2013 (the "Annual Meeting"). On November 15, 2013, 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 19,906,650 shares of the Company's common stock, out of a total of 23,885,495 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 9 out of the following 11 director nominees:

                                           For            Withheld
                 Thomas H. Barr          14,906,357       *4,973,638
                 James W. Bradford       13,672,325           55,778
                 Sandra B. Cochran       14,915,940       *4,964,055
                 Glenn A. Davenport      14,915,273       *4,964,722
                 Richard J. Dobkin       13,672,027           56,076
                 Norman E. Johnson       14,916,216       *4,963,779
                 William W. McCarten     14,916,686       *4,963,309
                 Coleman H. Peterson     14,910,885       *4,969,110
                 Andrea M. Weiss         14,900,971       *4,979,024
                 Sardar Biglari           5,944,498          207,394
                 Philip L. Cooley         5,943,865          208,027

* The Company's proxy solicitor, MacKenzie Partners, Inc. ("MacKenzie"), has informed the Company that MacKenzie determined that The Lion Fund II, L.P. and its affiliates ("Lion Fund") withheld 4,735,794 votes for each of Messrs. Barr, Davenport, Johnson, McCarten and Peterson and Mses. Cochran and Weiss.

The following 9 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, 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. Adoption of a non-binding advisory resolution on the Company's executive compensation as described in the Company's 2013 proxy statement ("say-on-pay"):

For Against Abstentions 14,483,830 *5,227,996 168,158

* MacKenzie has informed the Company that MacKenzie determined that Lion Fund cast 4,735,794 votes against the adoption of proposal 2.

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

3. Ratification of the selection of Deloitte & Touche LLP as the Company's registered independent public accounting firm for 2014:

For Against Abstentions 19,470,823 341,068 94,759

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



4. Adoption of a shareholder proposal supporting certain animal welfare policies of the Company, as further described in the Company's 2013 proxy statement:

For Against Abstentions 12,354,148 493,625 7,032,206

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

5. Rejection of a non-binding advisory vote on the payment by the Company of a special cash dividend of $20.00 per share to all shareholders, as publicly proposed by Lion Fund:

For Against Abstentions *5,927,522 13,703,770 248,690

* MacKenzie has informed the Company that MacKenzie determined that Lion Fund cast 4,735,794 votes for the adoption of proposal 5.

In addition, IVS has advised the Company that there were zero broker non-votes for proposal 5.


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