Cracker Barrel Old Country Store (CBRL) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 19, 2026, at 10:00 a.m. Central Time via live webcast.

• The Board unanimously recommends voting against a proposal requiring shareholder approval before issuing blank check preferred stock.

Voting matters and shareholder proposals

• Board recommends voting FOR election of nine directors, advisory approval of named executive officer compensation, and ratification of Deloitte & Touche LLP as independent auditor.

• Proposal 4 asks shareholders to require advance approval before distributing blank check preferred stock; Board recommends AGAINST.

Board of directors and corporate governance

• Board says blank check preferred stock authority allows prompt action when circumstances require; prior shareholder approval could delay defensive measures and constrain Board judgment.

• The Board argues a rapid accumulation of shares could occur while a shareholder vote is being convened, which can take weeks or months.