Cracker Barrel Old Country Store (CBRL) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on November 21, 2024, with shareholders voting on director elections, executive compensation, a shareholder rights agreement, auditor ratification, and a shareholder ESG proposal.

• The Board recommends voting for its ten nominees (nine company nominees and one Biglari nominee, Michael W. Goodwin), for executive compensation, for the rights agreement, for auditor ratification, and against the shareholder ESG proposal.

• The Board opposes two Biglari nominees and urges shareholders not to use the Biglari proxy card.

• The proxy contest with Biglari is ongoing, with the Board providing a detailed history of prior contests and settlement attempts.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) advisory approval of executive compensation, (3) approval of the shareholder rights agreement, (4) ratification of Deloitte & Touche LLP as auditor, and (5) a shareholder proposal on GHG emissions targets.

• The Board recommends voting for its ten nominees, for proposals 2, 3, and 4, and against proposal 5.

• The shareholder proposal requests disclosure or establishment of measurable, timebound GHG emissions reduction targets; the Board opposes this, citing current ESG efforts and resource allocation.

Board of directors and corporate governance

• The Board consists of ten members, with recent refreshment and diversity in gender, race, and experience.

• Nine of ten nominees are independent; the Board Chair is independent, and the CEO is the only management director.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Public Responsibility, and Executive, all with defined charters and oversight roles.

• The Board regularly reviews its leadership structure and succession planning.