What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-12-02 compared with 2022-06-07 · 30 added, 25 removed, 41 unchanged (57% of the section changed)

3 unchanged sentences

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

The following table sets forth information with respect to purchases of shares of the Company’s common stock made during the quarter ended October 28, 2022 by or on behalf of the Company or any

“affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act.

1 unchanged sentence

Total Number of

Part of Publicly

Purchased as Part of Publicly

Maximum Number of

12 unchanged sentences

Average price paid per share is calculated on a settlement basis.

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.

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.

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.

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 ;

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.

On December 2, 2022, our Board of Directors elected William Moreton, age 62, to serve as a director until the 2023 annual meeting of the

shareholders.

Pursuant thereto and to our Second Amended and Restated Bylaws and in accordance with our Amended and Restated Charter, our Board of Directors increased the size of the Board from eleven to twelve members, effective with Mr.

Moreton’s appointment.

Moreton has not yet been appointed to any committees of our Board of Directors.

Moreton will receive compensation as an outside director generally in accordance with the Company’s outside director compensation practices

described in the Company’s proxy statement filed with the U.S.

Securities and Exchange Commission on October 7, 2022.

The initial annual retainer and equity grant to be received by Mr.

Moreton will be prorated for his period of service during

the year in which he first joined our Board of Directors.

There are no arrangements or understandings between Mr.

Moreton, on the one hand, and any other person, on the other hand, pursuant to which Mr.

Moreton was selected as a director of the Company.

Moreton has no family relationships with any of the Company’s directors or executive officers.

Moreton has not been a party to any transactions that would be required to be reported under

Item 404(a) of Regulation S-K.

INDEX TO EXHIBITS

3 unchanged sentences

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

(filed herewith)

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).

(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,

Nomination and Cooperation Agreement dated September 28, 2022, by and among Cracker Barrel Old Country Store, Inc.

and the persons and entities listed on Schedule A thereto.

(incorporated by reference to

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on September 28, 2022)

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

9 unchanged sentences

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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

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.

Pommells, Senior Vice President and Chief Financial

Jacobs, Vice President, Corporate Controller and Principal Accounting Officer

December 2, 2022

Pommells, Senior Vice President, Chief Financial

Officer and Principal Accounting Officer

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-Q

Item 2. Unregistered Sales of Equity Securities