Schedule 14A




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Security Ownership of Management

The following table presents information regarding the number of shares of our common stock beneficially owned, as of September 23, 2016, by each of our directors, each of our Named Executive Officers, and by our current directors and executive officers as a group. Unless otherwise noted, these persons have sole voting and investment power with respect to the shares indicated.

 

 

 

 

 

 

 

 

 

 

Name of Beneficial Owner

  

Shares

Beneficially

Owned(1)

 

  

Percent

of

Class

 

Sandra B. Cochran

  

 

152,662

  

  

 

*

  

Jill Golder

  

 

0

  

  

 

*

  

Lawrence E. Hyatt

  

 

31,616

  

  

 

*

  

Nicholas V. Flanagan

  

 

21,642

  

  

 

*

  

Beverly K. Carmichael

  

 

1,824

  

  

 

*

  

Laura A. Daily

  

 

7,722

  

  

 

*

  

Thomas H. Barr

  

 

4,523

  

  

 

*

  

James W. Bradford

  

 

9,257

  

  

 

*

  

Glenn A. Davenport

  

 

6,523

  

  

 

*

  

Richard J. Dobkin

  

 

19,426

  

  

 

*

  

Norman E. Johnson

  

 

4,179

  

  

 

*

  

William W. McCarten

  

 

5,564

  

  

 

*

  

Coleman H. Peterson

  

 

5,616

  

  

 

*

  

Andrea M. Weiss

  

 

13,049

  

  

 

*

  

 

  

 

 

 

  

 

 

 

 

 

 

All executive officers and directors as a group (17 persons)

  

 

264,652

  

  

 

1.0



 

*

Less than one percent.

 

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(1)

Includes the following number of shares of restricted stock and shares subject to options exercisable by the named holders within 60 days:

 

 

 

 

 

 

Thomas H. Barr

  

 

744

  

James W. Bradford

  

 

1,229

  

Glenn A. Davenport

  

 

744

  

Richard J. Dobkin

  

 

744

  

Norman E. Johnson

  

 

744

  

William W. McCarten

  

 

744

  

Coleman H. Peterson

  

 

744

  

Andrea M. Weiss

  

 

4,744

  

 

  

 

 

 

 

 

All executive officers and directors as a group (17 persons)

  

 

11,270

  

The shares of restricted stock described in this note are considered outstanding for the purpose of computing the percentage of outstanding Cracker Barrel common stock owned by each named individual and by the group. They are not considered outstanding for the purpose of computing the percentage ownership of any other person.

 

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PROPOSAL 1: ELECTION OF DIRECTORS

Board Structure

Pursuant to our Charter, our Board of Directors must consist of at least five directors, but the exact number is set by a majority of the Board of Directors. The Board of Directors currently has set the size of the Board of Directors at nine. All of the current members of our Board of Directors are nominees for election to the Board.

Director Nominations and Qualifications

The Nominating and Corporate Governance Committee identifies, recruits and recommends to the Board only those candidates that the Nominating and Corporate Governance Committee believes are qualified to become Board members consistent with the criteria for selection of new directors adopted from time to time by the Board. We endeavor to have a Board of Directors representing diverse experience at policy-making levels in business, marketing, finance and other areas that are relevant to our business. In addition, the Nominating and Corporate Governance Committee desires to recommend candidates with the interpersonal skills and attributes that will foster a collaborative decision-making environment. The Nominating and Corporate Governance Committee recommends candidates, including those submitted by shareholders, only if the Nominating and Corporate Governance Committee believes that the candidate’s knowledge, experience and expertise would strengthen the Board of Directors and that the candidate is committed to representing the long-term interests of all of our shareholders. A majority of the Board of Directors must consist of independent directors (as defined by NASDAQ’s listing standards and our Corporate Governance Guidelines).

The Nominating and Corporate Governance Committee assesses a candidate’s independence, background and experience, as well as the Board’s current needs in terms of director experience, skills and diversity. The Nominating and Corporate Governance Committee recommends appropriate candidates with the goal that the Board of Directors be comprised of qualified individuals with education and experience appropriate to guide the Company in meeting its legal, financial, operational and societal objectives. Individual directors and any person nominated to serve as a director should possess the highest moral integrity and should generally have had significant managerial experience in the form of being a current or former senior executive of a publicly traded or privately held company or similar business experience or training. With respect to incumbent directors selected for re-election, the Nominating and Corporate Governance Committee assesses each director’s contributions, attendance record at Board of Directors and applicable committee meetings and the suitability of continued service. Under our Corporate Governance Guidelines, no person may be considered for board membership if such person is: (i) an employee or director of a company in significant competition with the Company; (ii) an employee or director of a major or potentially-major customer, supplier, contractor, counselor or consultant of the Company; (iii) a recent employee of the Company (other than a former Chief Executive Officer of the Company); or (iv) an executive officer of a company on whose board an employee of the Company serves.

Below we identify and describe the key experience, qualifications and skills our directors bring to the Board of Directors that are important in light of the Company’s business and structure. The directors’ experiences, qualifications and skills that the Nominating and Corporate Governance Committee considered in their nomination are (in part) included in their individual biographies.

 

 



 

Leadership Experience. We believe that directors with experience in significant leadership positions over a long period of time, especially chief executive officer and president positions, provide the Company with strategic thinking and multiple perspectives. These people generally possess excellent leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management, the methods to promote change and growth and the ways to respond to changes in market conditions.

 

 



 

Financial Experience. We believe that an understanding of finance and financial reporting processes is important for our directors. We measure our operating and strategic performance by reference to

 

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financial targets. In addition, accurate financial reporting and auditing are critical to our success and developing shareholder confidence in our reporting processes that are required by the U.S. federal securities laws. Directors with financial experience are critical to ensuring effective oversight of our financial measures and processes; accordingly, we expect all of our directors to be financially literate.

 

 



 

Industry Experience. As a company that relies upon the strength of our brand, we seek directors who are familiar with the restaurant and retail industries, have marketing and retail experience and who have brand-building expertise.
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