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 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. 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 7/30/22 – 8/26/22 94,713 $ 101.63 94,713 Indeterminate (2) 8/27/22 – 9/23/22 26,245 $ 107.53 26,245 Indeterminate (2) 9/24/22 – 10/28/22 — $ — — Indeterminate (2) Total for the quarter 120,958 $ 102.91 120,958 Indeterminate (2) (1) Average price paid per share is calculated on a settlement basis. (2) 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. ITEM 5. Other Information 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. Mr. Moreton has not yet been appointed to any committees of our Board of Directors. Mr. 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. Mr. Moreton has no family relationships with any of the Company’s directors or executive officers. Mr. Moreton has not been a party to any transactions that would be required to be reported under Item 404(a) of Regulation S-K. 26 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. (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) 10.1 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) 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) 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: December 2, 2022 By: /s/Craig A. Pommells Craig A. Pommells, Senior Vice President, Chief Financial Officer and Principal Accounting Officer 27