Schedule 14A


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The affirmative vote of a plurality of the votes cast by the shareholders entitled to vote at the Annual Meeting is required for the election of directors. A properly executed proxy card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining if there is a quorum at the Annual Meeting, but will not be considered to have been voted for the director nominee. Broker non-votes will also not be considered to have been voted for any director nominee.

 

 



 

Proposal 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement that accompanies this notice.

The approval of the compensation of the Company’s named executive officers as described in this proxy statement will be approved if the number of shares of Company common stock voted “FOR” the proposal exceeds the number of shares of Company common stock voted “AGAINST.” If you vote “ABSTAIN” on this proposal via a properly executed proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.

 

 



 

Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2017.

Shareholder ratification of the appointment of our independent registered public accounting firm is not required, but the Board of Directors is submitting the appointment of Deloitte & Touche LLP for ratification in order to obtain the views of our shareholders. This proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. If you submit a properly executed proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast on this proposal. This proposal is considered routine, and thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you. Abstentions will not have any legal effect on whether this proposal is approved. If the appointment of Deloitte & Touche LLP is not ratified, the Audit Committee will reconsider its appointment.

How do you recommend that I vote on these items?

The Board of Directors recommends that you vote:

 

 



 

FOR the election of each of the nine director nominees named in this proxy statement;

 

 



 

FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement; and

 

 



 

FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2017 fiscal year.

 

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May other matters be raised at the Annual Meeting; how will the Annual Meeting be conducted?

We have not received proper notice of, and are not aware of, any business to be transacted at the Annual Meeting other than as indicated in this proxy statement. Under Tennessee law and our governing documents, no other business aside from procedural matters may be raised at the Annual Meeting unless proper notice has been given to us by the shareholders seeking to bring such business before the Annual Meeting. If any other item or proposal properly comes before the Annual Meeting, the proxies received will be voted on such matter in accordance with the discretion of the proxy holders.

The Chairman has broad authority to conduct the Annual Meeting so that the business of the Annual Meeting is carried out in an orderly and timely manner. In doing so, he has broad discretion to establish reasonable rules for discussion, comments and questions during the Annual Meeting. The Chairman is also entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting proceeds in a manner that is fair to all participants.

 

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BOARD OF DIRECTORS AND COMMITTEES

Directors

The names and biographies of each member of our Board of Directors are set forth in this proxy statement under “PROPOSAL 1: ELECTION OF DIRECTORS,” beginning on page 44 of this proxy statement. All of the current members of our Board of Directors are nominees for re-election to the Board.

Board Meetings

Our Board of Directors met eight times during 2016. Each director attended at least 75% of the aggregate number of meetings of the full Board of Directors that were held during the period he or she was a director during 2016 and all meetings of the committee(s) on which he or she served that were held during the period he or she served on such committee in 2016.

Board Committees

Our Board of Directors has the following standing committees: Audit, Compensation, Nominating and Corporate Governance, Public Responsibility, and Executive. All members of the Audit, Compensation, and Nominating and Corporate Governance committees are independent under the NASDAQ Marketplace Rules and our Corporate Governance Guidelines. Our Board of Directors has adopted a written charter for each of the committees, with the exception of the Executive Committee. Copies of the charters of each of the Audit, Compensation, Nominating and Corporate Governance, and Public Responsibility committees, as well as our Corporate Governance Guidelines, are posted on our website: www.crackerbarrel.com . Current information regarding all of our standing committees is set forth below:

 

 

 

 

 

 

 

 

 

 

 

Name of Committee and Members

  

Functions of the Committee

  

Number of

Meetings

in 2016

 

 

 

 

 

 

 

AUDIT:

 

Richard J. Dobkin, Chair

Glenn A. Davenport

Norman E. Johnson

William W. McCarten

  



  

Acts as liaison between our Board of Directors and independent auditors

  

 

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Reviews and approves the appointment, performance, independence and compensation of independent auditors

  

 

 

 

 

 

  

 



  

 

Has authority to hire, terminate and approve payments to the independent registered public accounting firm and other committee advisors

  

 

 

 

 

 

 

  

 



  

 

Responsible for developing procedures to receive information and address complaints regarding our accounting, internal accounting controls or auditing matters

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  



  

Reviews internal accounting controls and systems, including internal audit plan

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  



  

Reviews results of the internal audit plan, the annual audit and related financial reports

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  



  

Reviews quarterly earnings press releases and related financial reports

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  



  

Reviews our significant accounting policies and any changes to those policies

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  



  

Reviews policies and practices with respect to risk assessment and risk management

  

 

 

 

 

 

 
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