Cracker Barrel Old Country Store (CBRL) Proxy filing summary

Executive summary

• Annual meeting set for Nov. 19, 2026, at 10:00 a.m. CT via webcast; shareholders of record on Sept. 28, 2026, may vote.

• Board recommends FOR directors, say-on-pay and Deloitte’s FY2027 appointment; AGAINST the preferred-stock shareholder proposal.

Voting matters and shareholder proposals

• Four matters: elect nine directors; advisory executive-pay vote; ratify Deloitte & Touche LLP for FY2027; and consider The Accountability Board’s preferred-stock proposal.

• Proposal 4 seeks shareholder preapproval for blank-check preferred stock, with exceptions for ordinary capital raising and acquisitions without a control-change intent; the Board recommends AGAINST.

• Board says preapproval could delay defensive action against rapid share accumulation; it cites shareholder ratification of rights agreements on five consecutive occasions, including 74.4% support in 2024.

Board of directors and corporate governance

• Nine nominees include CEO David Deno; the other eight nominees are independent. Independent Chair Carl Berquist received a one-year retirement-policy waiver for continued board service.

• Board met eight times in 2026; every director attended at least 75% of applicable Board and committee meetings.

• Board retains flexibility to combine or separate Chair and CEO roles; it reviews leadership structure and senior-officer succession on an ongoing and annual basis, respectively.