Schedule 14A


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Lebanon, Tennessee

October 3, 2016

 

 

 

 

 

 

 

 

 

  

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING

TO BE HELD ON NOVEMBER 17, 2016:

The Notice of Internet Availability of Proxy Materials, Notice of Meeting and

Proxy Statement are available free of charge at: www.proxyvote.com

 

  

 

 

 

 

  

 


Table of Contents

CRACKER BARREL OLD COUNTRY STORE, INC.

305 Hartmann Drive

Lebanon, Tennessee 37087

Telephone: (615) 444-5533

PROXY STATEMENT FOR 2016 ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

 


 

 

 

 

 

GENERAL INFORMATION

  

 

1

  

 

 

VOTING MATTERS

  

 

4

  

 

 

BOARD OF DIRECTORS AND COMMITTEES

  

 

8

  

 

 

EXECUTIVE COMPENSATION

  

 

13

  

 

 

COMPENSATION DISCUSSION AND ANALYSIS

  

 

13

  

 

 

COMPENSATION COMMITTEE REPORT

  

 

30

  

 

 

COMPENSATION TABLES AND INFORMATION

  

 

31

  

Summary Compensation Table

  

 

31

  

Grants of Plan-Based Awards Table

  

 

32

  

Outstanding Equity Awards at Fiscal Year-End Table

  

 

34

  

Option Exercises and Stock Vested

  

 

35

  

Equity Compensation Plan Information

  

 

35

  

Non-Qualified Deferred Compensation

  

 

36

  

Potential Payments Upon Termination or Change in Control

  

 

36

  

Director Compensation Table

  

 

37

  

Employment and Other Agreements

  

 

38

  

Compensation Committee Interlocks and Insider Participation

  

 

39

  

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  

 

41

  

 

 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

 

41

  

 

 

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

 

42

  

 

 

PROPOSAL 1: ELECTION OF DIRECTORS

  

 

44

  

 

 

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

  

 

52

  

 

 

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

53

  

 

 

FEES PAID TO AUDITORS

  

 

53

  

 

 

AUDIT COMMITTEE REPORT

  

 

54

  

 

 

SHAREHOLDER PROPOSALS FOR 2017 ANNUAL MEETING

  

 

55

  

 

 

ANNUAL REPORT AND FINANCIAL INFORMATION

  

 

56

  

 

 

OTHER BUSINESS

  

 

56

  


Table of Contents

GENERAL INFORMATION

What is this document?

This document is the proxy statement of Cracker Barrel Old Country Store, Inc. that is being furnished to shareholders in connection with our Annual Meeting of Shareholders to be held on Thursday, November 17, 2016 (the “Annual Meeting”). If you requested a printed version of the proxy statement, a form of proxy card is also being furnished with this document.

We have tried to make this document simple and easy to understand. The Securities and Exchange Commission (the “SEC”) encourages companies to use “plain English,” and we will always try to communicate with you clearly and effectively. We will refer to Cracker Barrel Old Country Store, Inc. throughout this proxy statement as “we,” “us,” the “Company” or “Cracker Barrel.”

Why am I receiving a proxy statement?

Because you were one of our shareholders at the close of business on September 23, 2016, the record date for our Annual Meeting, you are receiving this document in order to solicit your proxy (i.e., your permission) to vote your shares of Cracker Barrel stock upon certain matters at the Annual Meeting. We are required by law to convene an Annual Meeting of our shareholders at which directors are elected. Because our shares are widely held, it would be impractical, if not impossible, for our shareholders to meet physically in sufficient numbers to hold a meeting. Accordingly, proxies are solicited from our shareholders. United States federal securities laws require us to send you this proxy statement and specify the information required to be contained in it.

What does it mean if I receive more than one proxy statement or proxy card?

If you receive multiple proxy statements or proxy cards, that may mean that you have more than one account with brokers or our transfer agent. Please vote all of your shares. We also recommend that you contact your broker and our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is American Stock Transfer & Trust Company (“AST”), which may be contacted at (800) 485-1883.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, this year the Company will again use the Internet as the primary means of furnishing proxy materials to shareholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the complete proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.

How can I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to:

 


 



 

view on the Internet the Company’s proxy materials for the Annual Meeting; and

 

 



 

instruct the Company to send future proxy materials to you by email.

 

1
Table of Contents

The Company’s proxy materials are also available on the Company’s website at http://investor.crackerbarrel.com.

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.
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