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Item 9A. Controls and Procedures

2023-09-26 compared with 2022-09-27 · 85 added, 63 removed, 140 unchanged (51% of the section changed)

10 unchanged sentences

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.

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

Ethics, both 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.

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.

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 or 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

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

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We have audited the internal control over financial reporting of Cracker Barrel Old Country Store, Inc.

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 29, 2022, 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 29, 2022,

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

and subsidiaries (the “Company”) as of July 28 2023, 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 28, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

dated September 26, 2023 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 Own Equity .

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.

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.

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

During the fiscal quarter ended July 28, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in

each case, as defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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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.”

The Company has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees.

The Code of Business Conduct and Ethics is available on our website at www.crackerbarrel.com

under the Investors – Corporate Governance section.

We intend to satisfy the disclosure requirements under the Exchange Act regarding amendment to, or waiver from a material provision of our Code of Business Conduct and Ethics involving our

principal executive, financial or accounting officer or controller by posting such information on our website.

The Company has adopted a Statement of Policy Regarding Insider Trading and integrated Special Trading Procedures Policy that governs the purchase, sale, and/or other dispositions of the

Company’s securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

A copy of the Company’s

Statement of Policy Regarding Insider Trading and integrated Special Trading Procedures Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

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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 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.

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 2023 Proxy Statement.

other portion of the section of the 2023 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.

Deloitte & Touche LLP (PCAOB ID No.

34 ) is our principal accountant.

EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES

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

List of documents filed as part of this report:

All financial statements – see Item 8.

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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)

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 (25)

Employment Agreement dated as July 17, 2023, between the Company and Julie Masino † *(26)

Employment Agreement dated as of July 17, 2023, between the Company and Sandra B.

Cochran † (27)

Supplemental Severance Agreement

dated as of September 21, 2023, between the Company and Craig Pommells † (filed herewith)

Form of Transitional Letter Agreement between the Company and certain executive

officers of the Company † (28)

Form of Consulting Agreement between the Company and certain executives of the

Company † (29)

Insider Trading Policy (filed herewith)

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)

Cracker Barrel Old Country Store, Inc.

Nasdaq Executive Compensation Recovery Policy (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 10.3 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 31, 2013 (Commission File No.

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 April 27, 2018.

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 Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended April 27, 2018 (Commission File No.

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 (Commission File No.

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 September 28, 2022.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023.

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 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023.

† 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

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

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President, Chief Executive Officer and Director

Senior Vice President and Chief Financial Officer

Vice President, Corporate Controller and Principal Accounting Officer

Senior Vice President, Chief Financial Officer and Principal Accounting Officer

/s/Gilbert R.

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Director and Chairman of the Board

/s/William W.

/s/Coleman H.

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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