What changed in this filing

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Item 9A. Controls and Procedures

2022-09-27 compared with 2021-09-24 · 98 added, 95 removed, 105 unchanged (65% of the section changed)

CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive and financial officers, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of July 30, 2021, our disclosure controls and procedures were effective.

There have been no changes (including corrective actions with regard to material weaknesses) during the quarter ended July 30, 2021 in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, with the participation of our principal executive and financial officers, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of

our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report.

Based upon this evaluation, our Chief Executive Officer and Chief

Financial Officer each concluded that, as of July 29, 2022, our disclosure controls and procedures were effective.

There have been no changes (including corrective actions with regard to material weaknesses) during the quarter ended July 29, 2022 in our internal control over financial reporting (as defined

in Exchange Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act).

We maintain a system of internal controls that is designed to provide reasonable assurance in a cost-effective manner as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition.

Our control environment is the foundation for our system of internal control over financial reporting and is embodied in our Corporate Governance Guidelines, our Financial Code of Ethics, and our Code of Business Conduct and Ethics, all of which may be viewed on our website.

maintain a system of internal controls that is designed to provide reasonable assurance in a cost-effective manner as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets

from unauthorized use or disposition.

Our control environment is the foundation for our system of internal control over financial reporting and is embodied in our Corporate Governance Guidelines, our Financial Code of Ethics, and

our Code of Business Conduct and Ethics, all of which may be viewed on our website.

They set the tone for our organization and include factors such as integrity and ethical values.

Our internal control over financial reporting is supported by formal policies and procedures, which are reviewed, modified and improved as changes occur in business conditions and operations.

Neither our disclosure controls and procedures nor our internal controls, however, can or will prevent all errors and all fraud.

Our internal control over financial reporting is supported by

formal policies and procedures, which are reviewed, modified and improved as changes occur in business conditions and operations.

Neither our disclosure controls and procedures nor our internal controls, however, can or will prevent all errors

and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the benefits of controls relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion based on this evaluation.

Further, the design of a control system must reflect the

benefits of controls relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have

been detected.

We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the

operating effectiveness of controls and a conclusion based on this evaluation.

We have concluded that our internal control over financial reporting was effective as of July 29, 2022, based on these criteria.

In addition, Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is included herein.

In addition, Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is included

President and Chief Executive Officer

Douglas Couvillion

Senior Vice President and Interim Chief Financial Officer

Senior Vice President and Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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and subsidiaries (the “Company”) as of July 29, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 30, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended July 30, 2021, of the Company and our report dated September 24, 2021, expressed an unqualified opinion on those financial statements.

In our opinion, the Company maintained, in all material respects,

effective internal control over financial reporting as of July 29, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

of the Company and our report dated September 27, 2022, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's adoption of Accounting Standards Update No.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity's

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm

registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over

financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

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OTHER INFORMATION

Retirement Agreement of Michael T.

On September 23, 2021, the Company and Michael T.

Hackney, the Company’s Senior Vice President, Restaurant and Retail Operations, entered into a Retirement Agreement (the “Retirement Agreement”) in connection with Mr.

Hackney’s retirement from the Company.

Pursuant to the terms of the Retirement Agreement, Mr.

Hackney will resign from his current position effective as of September 30, 2021.

Thereafter, to assist with the transition of his responsibilities, he will remain a non-executive employee of the Company until January 28, 2022, subject to earlier termination.

During his continued employment, Mr.

Hackney will receive a salary of $5,000 per month and continuation of his health and welfare benefits, as well as the full amount of any of Mr.

Hackney’s outstanding incentive compensation awards that vest or otherwise become payable during Mr.

Hackney’s continued employment.

The Retirement Agreement provides that the termination of Mr.

Hackney’s continued employment will constitute a “Qualifying Termination” as defined in Mr.

Hackney’s Severance Agreement with the Company dated as of May 25, 2018 (the “Severance Agreement”).

As a result, Mr.

Hackney will be entitled to receive continuation of his base salary in his current role as the Company’s Senior Vice President, Restaurant and Retail Operations for a period of 12 months, subject to his execution of a release in a form satisfactory to the Company and his continued compliance throughout the severance period with his non-compete and non-solicitation obligations as set forth in the Severance Agreement.

Hackney will not be eligible to receive any annual bonus for fiscal 2022 or vesting of additional incentive awards other than those that vest in accordance with their original terms during his continued employment period.

A copy of the Retirement Agreement is attached as Exhibit 10(u) to this Annual Report on Form 10-K and incorporated herein by reference.

The foregoing description is qualified in its entirety by reference to such exhibit.

Retirement of Norman E.

On September 22, 2021, Norman E.

Johnson notified the Company that he intends not to stand for re-election to the Board and to retire from service on the Board, to be effective upon the expiration of his current term as of the start of the 2021 Annual Meeting.

Johnson’s decision not to stand for re-election and retire from the Board is not the result of any disagreement with the Company.

Pursuant to the Company’s Amended and Restated Bylaws and in accordance with its Amended and Restated Charter, the Board expects to decrease the size of the Board from eleven to ten members effective upon, and thus eliminate the vacancy created by, Mr.

Johnson’s retirement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item with respect to directors of the Company is incorporated herein by this reference to the following sections of the 2022 Proxy Statement:

“Board of Directors and Committees,” “Proposal 1:

Election of Directors,” “Certain Relationships and Related Transactions—Code of Ethics” and “Delinquent Section 16(a) Reports.” The information required by this Item with respect to executive officers of the Company is set forth in Part I of this Annual Report on Form 10-K under the heading “Information About our Executive Officers.”

Directors and Committees,” “Proposal 1:

Election of Directors,” “Certain Relationships and Related Transactions—Code of Ethics” and, if applicable, “Delinquent Section 16(a) Reports.” The information required by this Item with respect to

executive officers of the Company is set forth in Part I of this Annual Report on Form 10-K under the heading “Information About our Executive Officers.”

EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by this reference to the following sections of the 2022 Proxy Statement:

“Executive Compensation” and “Board of Directors and Committees — Compensation of Directors.” The “Compensation Committee Report” set forth in the section of the 2021 Proxy Statement entitled “Executive Compensation” is deemed to be “furnished” and is not, and shall not be deemed to be, “filed” for purposes of Section 18 of the Exchange Act.

“Executive Compensation” and “Board of Directors and

Committees — Compensation of Directors.” The “Compensation Committee Report” set forth in the section of the 2022 Proxy Statement entitled “Executive Compensation” is deemed to be “furnished” and is not,

and shall not be deemed to be, “filed” for purposes of Section 18 of the Exchange Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated herein by this reference to the sections entitled “Stock Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2021 Proxy Statement.

The information required by this Item is incorporated herein by this reference to the sections entitled “Stock Ownership of Certain Beneficial Owners and Management” and “Equity Compensation

Plan Information” in the 2022 Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by this reference to the sections entitled "Certain Relationships and Related Transactions” and “Director Independence” in the 2021 Proxy Statement.

The information required by this Item is incorporated herein by this reference to the sections entitled "Certain Relationships and Related Transactions” and “Director Independence” in the 2022

Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated herein by this reference to the sections entitled “Fees Paid to Auditors” and “Audit Committee Report” in the 2021 Proxy Statement.

The information required by this Item is incorporated herein by this reference to the sections entitled “Fees Paid to Auditors” and “Audit Committee

Report” in the 2022 Proxy Statement.

No other portion of the section of the 2022 Proxy Statement entitled “Audit Committee Report” is, nor shall it be deemed to be, incorporated by reference into this Annual Report on Form 10-K.

Touche LLP (PCAOB ID No.

34 ) is our principal accountant.

EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES

List of documents filed as part of this report:

(a) List of documents filed as part of this report:

All financial statements – see Item 8.

3 unchanged sentences

Amended and Restated Charter of Cracker Barrel Old Country Store, Inc .

Amended and Restated Bylaws of Cracker Barrel Old Country Store, Inc.

Second Amended and Restated Bylaws of Cracker Barrel Old Country Store, Inc.

Rights Agreement, dated as of April 9, 2021, between Cracker Barrel Old Country Store, Inc.

and American Stock Transfer & Trust Company, LLC, as rights agent (3)

Stock Transfer & Trust Company, LLC, as rights agent (3)

Indenture, as of June 18, 2021, between Cracker Barrel Old Country Store, Inc., as issuer, and U.S.

Bank National Association, as trustee (4)

National Association, as trustee (4)

Form of 0.625% Convertible Senior Note due 2026 (5)

Description of Capital Stock (filed herewith)

Credit Agreement, dated as of September 5, 2018, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (6)

First Amendment to Credit Agreement, dated as of July 18, 2019, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (7)

Second Amendment to Credit Agreement, dated as of March 16, 2020, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (8)

Third Amendment to Credit Agreement, dated as of May 28, 2020, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (9)

Fourth Amendment to Credit Agreement, dated as of February 19, 2021, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (10)

Fifth Amendment to Credit Agreement, dated as of May 21, 2021, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (11)

Sixth Amendment to Credit Agreement, dated as of June 15, 2021, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (12)

Description of Capital Stock (6)

Amended and Restated Credit Agreement, dated as of June 17, 2022, among Cracker Barrel Old Country

Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (7)

Cracker Barrel Old Country Store, Inc.

13 unchanged sentences

Form of Restricted Stock Award Notice † (15)

Form of Severance Agreement between Cracker Barrel Old Country Store, Inc., and certain of its named executive officers † (21)

Form of Change of Control Agreement between Cracker Barrel Old Country Store, Inc., and certain of its named executive officers † (22)

Employment Agreement with Sandra B.

Cochran, dated as of July 27, 2018 † (23)

Cracker Barrel Old Country Store, Inc.

and Subsidiaries FY 2019 Long-Term Incentive Program † (24)

Retirement Agreement with Michael Hackney, dated as of September 23, 2021 † (filed herewith)

Form of Severance Agreement between Cracker Barrel Old Country Store, Inc., and certain of its named executive

officers † (16)

Form of Change of Control Agreement between Cracker Barrel Old Country Store, Inc., and certain of its named

executive officers † (17)

Agreement for Purchase and Sale of Real Property, dated May 28, 2020 (18)

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Form of Warrant Transactions Confirmation (24)

Employment Agreement with Sandra B.

Cochran, dated as of July 27, 2018 † (25)

Amendment No.

1 to Employment Agreement, dated as of February 24,

2022, by and between Sandra B.

Cochran and the Company † (26)

Subsidiaries of the Registrant (filed herewith)

Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP (filed herewith)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP

(filed herewith)

Certification of Chief Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of Chief Financial Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of Chief Executive Officer pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of Chief Financial Officer pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002 (filed herewith)

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)

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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.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on February 24, 2012 (Commission File No.

Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 7, 2022.

Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on April 9, 2021.

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Incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on September 10, 2018.

Incorporated by reference to Exhibit 4(d) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended August 2, 2019.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended May 1, 2020.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended May 1, 2020.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended January 29, 2021.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on May 25, 2021.

Incorporated by reference to Exhibit 4(f) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended July 30, 2021.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 17, 2022.

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Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended April 27, 2018.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 30, 2018.

Incorporated by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 28, 2018.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on August 3, 2020.

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Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 30, 2018.

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.

† Denotes management contract or compensatory plan, contract or arrangement.

*Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Pursuant to the requirements of Section 13 or 15(d) 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 on this 24 th day of September, 2021.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon

this 27 th day of September, 2022.

CRACKER BARREL OLD COUNTRY STORE, INC.

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President, Chief Executive Officer and Director

Douglas Couvillion

Senior Vice President and Interim Chief Financial Officer

Senior Vice President and Chief Financial Officer

Vice President, Corporate Controller and Principal Accounting Officer

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures