CRACKER BARREL OLD COUNTRY STORE, INC 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities There were no equity securities sold by the Company during the period covered by this Form 10-Q that were not registered under the Securities Act of 1933, amended. Issuer Purchases of Equity Securities The following table sets forth information with respect to purchases of shares of the Company’s common stock made during the quarter ended April 29, 2022 by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act. Period Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs 1/29/22 – 2/25/22 — $ — — Indeterminate (2) 2/26/22 – 3/25/22 219,653 $ 117.30 219,653 Indeterminate (2) 3/26/22 – 4/29/22 94,660 $ 114.33 94,660 Indeterminate (2) Total for the quarter 314,313 $ 116.41 314,313 Indeterminate (2) (1) Average price paid per share is calculated on a settlement basis. (2) On September 15, 2021, our Board of Directors approved the repurchase of up to $100,000 of our common stock, with such authorization to expire on October 7, 2022, to the extent it remains unused. On June 2, 2022, our Board of Directors approved the repurchase of up to $200,000 of our common stock with such authorization to expire on June 2, 2023 to the extent any portion remains unused. This authorization was effective immediately and replaced the previous $100,000 share repurchase authorization. Repurchases are subject to prevailing market prices, may be made in open market or private transactions and may occur or be discontinued at any time. There can be no assurance that we will repurchase any shares. ITEM 5. Other Information Effective June 3, 2022, our Board of Directors amended and restated our bylaws (as so amended and restated, the “Bylaws”), effective immediately, to, among other things: • Expressly authorize shareholder meetings conducted solely or in part by means of electronic communication (i.e., virtual meetings) and specify further the procedural and other powers of our Board of Directors and the chairperson of a shareholder meeting over the conduct of such meeting ; and • Update the procedural and informational requirements for shareholders to submit director nominations and shareholder proposals to be put before our shareholders at a meeting. The Bylaws also contain conforming, clarifying, and updating changes to supplement the above amendments, as well as certain other routine, technical, and non-substantive updates and revisions. The description above of the amendments does not purport to be complete and is qualified by reference to the Bylaws, which are filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated in this Part II, Item 5 by reference. 31 Index ITEM 6. Exhibits INDEX TO EXHIBITS Exhibit 3.1 Amended and Restated Charter of Cracker Barrel Old Country Store, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on April 10, 2012 (Commission File No. 001-25225) 3.2 Second Amended and Restated Bylaws of Cracker Barrel Old Country Store, Inc. (filed herewith) 10.1 Amendment No. 1 to Employment Agreement, dated as of February 24, 2022, by and between Sandra B. Cochran and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on February 24, 2022). † 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) † Denotes management contract or compensatory plan, contract or arrangement. 32 Index SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CRACKER BARREL OLD COUNTRY STORE, INC. Date: June 7, 2022 By: /s/Craig A. Pommells Craig A. Pommells, Senior Vice President and Chief Financial Officer Date: June 7, 2022 By: /s/Kara S. Jacobs Kara S. Jacobs, Vice President, Corporate Controller and Principal Accounting Officer 33