Cracker Barrel Old Country Store, Inc. filed Definitive Additional Materials (DEFA14A) on November 9, 2026, supplementing its 2026 proxy statement with a focused discussion of the shareholder proposal concerning the company's "blank check" preferred stock provisions ahead of its November 19, 2026 Annual Meeting.

Key Highlights

  • Annual Meeting date: The 2026 Annual Meeting of Shareholders is scheduled for Thursday, November 19, 2026, at 10:00 am Central Time via live webcast.
  • Board recommendation on preferred stock proposal: The Board of Directors unanimously recommends a vote AGAINST the shareholder proposal requiring shareholder approval before distributing "blank check" preferred stock.
  • Proposal source: The proposal was submitted by The Accountability Board (TAB), according to the filing.
  • Board's stated rationale: The filing states that TAB's proposal "could impair the Board's ability to respond promptly to protect the interests of all shareholders."
  • Definitive proxy filing date: The company's definitive proxy statement on Schedule 14A was filed on October 6, 2026, accompanied by a WHITE proxy card.
  • Other meeting proposals: The Board recommends FOR votes on election of nine directors, advisory approval of named executive officer compensation, and ratification of Deloitte & Touche LLP as independent auditor.

Cracker Barrel Board Urges Shareholders to Reject TAB's Preferred Stock Restriction Proposal

Cracker Barrel Old Country Store, Inc., a restaurant and retail chain known for its country store concept, filed supplemental proxy materials characterizing its "blank check" preferred stock authority as "a market-standard governance provision." The filing, submitted as Definitive Additional Materials under Schedule 14A, is directed at shareholders ahead of the November 19, 2026 Annual Meeting, which will be held entirely via live webcast.

The supplement centers on Proposal 4, a shareholder initiative put forward by The Accountability Board (TAB) that would require shareholder approval before the company could distribute "blank check" preferred stock. The Board of Directors unanimously opposes this proposal, stating in the filing that the restriction TAB seeks "could impair the Board's ability to respond promptly to protect the interests of all shareholders." The filing does not disclose the specific number of preferred shares authorized or other quantitative terms of the existing preferred stock provision.

The filing also notes that the company's original definitive proxy statement was filed October 6, 2026, covering four proposals in total. In addition to the preferred stock question, shareholders will vote on the election of nine directors, an advisory resolution on named executive officer compensation, and the ratification of Deloitte & Touche LLP as the company's independent auditor. The Board recommends FOR votes on each of those three proposals. The filing contains forward-looking statements that, according to the company's own cautionary language, are subject to risks including inflationary conditions, supply chain disruptions, competition, changes in consumer behavior, and factors related to activist shareholders.

What Was Disclosed

Cracker Barrel filed supplemental proxy materials urging shareholders to vote against a proposal that would require approval before issuing "blank check" preferred stock. The filing covers the November 19, 2026 Annual Meeting agenda and provides the Board's rationale for opposing the shareholder proposal submitted by TAB.