Cracker Barrel Old Country Store Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees to serve until the 2027 Annual Meeting and until their successors are elected and qualified.

2. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2027.

3. 4

   Shareholder Proposal Regarding Shareholder Approval of Blank-Check Preferred Stock Issuances

   Shareholder — The Accountability Board, Inc. (TABBoard: AGAINST

   Adopt a policy requiring shareholder approval before distributing blank-check preferred stock, except for ordinary business purposes such as raising capital or making acquisitions and where there is no intent to affect voting power.

   More detail

   Proposal 4 asks the Board to adopt a policy requiring shareholder approval before distributing blank-check preferred stock, with exceptions for ordinary business purposes such as raising capital or making acquisitions when there is no intent to affect voting power. The Accountability Board argues that the Board’s unilateral authority to set voting and other rights creates risks of entrenchment, takeover obstruction, and dilution of shareholder voting power. TAB points to comparable proposals at Bloomin’ Brands and Wendy’s and cites positions attributed to Apple, ISS, BlackRock, Vanguard, and the Council of Institutional Investors in support of stronger guardrails. TAB maintains that the proposal would not interfere with the existing Shareholder Rights Agreement or ordinary corporate financing and acquisition activity. The Board recommends voting against the proposal and argues that Cracker Barrel’s recurring conflicts with dissident shareholder Sardar Biglari make rapid defensive action particularly important. Management emphasizes that shareholders have ratified the Company’s shareholder rights agreements five consecutive times, most recently with approximately 74.4% of votes cast in 2024. The Board contends that obtaining a shareholder vote could take weeks or months, during which a dissident could accumulate effective control through open-market purchases without paying other shareholders a fair premium. It further argues that the proposal could create uncertainty about the existing rights agreement, impair future rights plans, and eliminate case-specific fiduciary judgment in urgent circumstances. The Board also states that blank-check authority is common among public companies and preserves flexibility for strategic opportunities, capital raising, and partnerships. The dispute therefore turns on whether prior shareholder approval is a modest accountability safeguard or an operational constraint that could undermine defensive protections in a company with a documented history of shareholder activism.

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When is the Cracker Barrel Old Country Store Inc 2026 annual meeting?

Cracker Barrel Old Country Store Inc (CBRL) holds its 2026 annual shareholder meeting on Thursday, November 19, 2026.

What is the record date for the Cracker Barrel Old Country Store Inc 2026 meeting?

The record date for the Cracker Barrel Old Country Store Inc 2026 meeting is Monday, September 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cracker Barrel Old Country Store Inc's 2026 meeting?

The board is presenting 9 director nominees at the Cracker Barrel Old Country Store Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cracker Barrel Old Country Store Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Cracker Barrel Old Country Store Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.