Cracker Barrel Old Country Store, Inc. (CBRL)
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AGM 2023

Nov 16, 2023

Operator

Good morning, and welcome to the Cracker Barrel Old Country Store Annual Meeting of Shareholders. This webcast is being recorded. At this time, I would like to turn the meeting over to Ms. Sandy Cochran, the Executive Chair of the Board of Cracker Barrel Old Country Store, Inc. Please go ahead.

Sandy Cochran
Executive Chair, Cracker Barrel Old Country Store

Thank you. Good morning, everyone. I'm pleased to welcome each of you to Cracker Barrel's 2023 annual meeting from wherever you may be. I'll now call the meeting to order. The meeting is being held in accordance with the notice of the annual meeting that was provided as part of our Proxy Statement. Under our Bylaws, as Chair of the Board, I'll be presiding over the meeting. However, for efficiency, I'm going to ask our Senior Vice President, General Counsel, and Corporate Secretary, Rich Wolfson, to administer the meeting. Rich, please go ahead.

Rich Wolfson
Senior Vice President, General Counsel, and Corporate Secretary, Cracker Barrel Old Country Store

Thank you, Sandy. As Corporate Secretary, I report that I've received an affidavit of mailing from our mailing and distribution agent, Corporate Election Services, which certifies the processing and mailing of proxy materials and the notice of meeting to Cracker Barrel shareholders in accordance with applicable law. Corporate Election Services is hosting this meeting and is also serving as our Inspector of Election here today. I received a certified list of shareholders prepared by American Stock Transfer and Trust Company, which is our transfer agent as of the close of business on September 29, 2023, the shareholder record date. Based upon that list, I can report that there were 22,157,665 shares of common stock issued and outstanding at the shareholder record date.

Based upon a report prepared by our Inspector of Election, I can also report that a majority of the issued and outstanding shares of voting stock of the company is present in person or by proxy, and therefore a quorum is present, and this meeting is lawfully and properly convened. We will conduct the meeting in accordance with certain procedures to ensure an orderly and constructive meeting, and these procedures are set forth in the rules and procedures for the conduct of annual meeting that are available on the website under the Meeting Materials section on the left-hand side of your screen. As indicated in our proxy statement, to ensure a smooth virtual meeting experience, we asked shareholders to submit questions by November 2nd, 2023, and after the formal portion of the meeting, our Chief Executive Officer, Julie Masino, will be answering them.

I confirm that voting by proxy or otherwise has taken place prior to the commencement of the meeting, and all votes cast so far have been counted. If you have not yet voted or wish to change your vote, you will have the opportunity to do so by clicking the shareholder ballot link on the left-hand side of your screen once I open the polls. Okay, we will now open the polls for the vote on each of the four proposals set forth in the notice. I will now summarize these proposals for you. First is Proposal One, proposing the election of 10 directors to our board.

The following candidates have been nominated by the company, and all of them are in attendance with us virtually today. They are Tom Barr, Carl Berquist, Jody Bilney, Sandra Cochran, Meg Crofton, Gilbert Dávila, Julie Masino, William Moreton, Gisel Ruiz, and Chip Wade.

I declare these candidates to have been duly nominated, and the company has not received timely notice of any other nominees, and I therefore declare the nominations closed. The second matter to be voted upon, Proposal Two, is to approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the Proxy Statement. This is more commonly referred to as a Say-on-Pay proposal, and the board recommends a vote for this proposal. Proposal Three is to select, on an advisory basis, the frequency with which shareholders of the company will have an advisory vote on the compensation of the company's named executive officers. The board recommends such advisory vote be held annually. Finally, Proposal Four is to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2024 fiscal year.

The board recommends a vote for this proposal. This concludes the presentation of all four proposals, and now that we've completed the presentation of the proposals, we will allow any shareholder who has not yet voted or who wishes to change their vote, to do so. Again, you can cast or change your vote by clicking on the shareholder ballot link on the left side of your screen. To allow folks time to do this, we're going to pause for 60 seconds, beginning now. All right, thank you, everyone. The polls are now closed. We will now announce the results for each proposal, and we'll file with the SEC a Form 8-K with the final vote totals. On Proposal One, all 10 directors have been elected to our board by a plurality of the votes cast.

On Proposal Two, the Say-on-Pay proposal has received the support of a majority of the number of the shares voted. On Proposal Three, the majority of shareholders have voted on an advisory basis that shareholders of the company should have an advisory vote on the compensation of this company's named executive officers annually. On Proposal Four, the majority of shareholders have voted to ratify the audit committee's appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2024 fiscal year. I now turn the meeting back over to our Executive Chair, Sandy Cochran, to adjourn the meeting.

Sandy Cochran
Executive Chair, Cracker Barrel Old Country Store

Thank you, Rich. This completes the official meeting. There being no further business to come before this meeting, the 2023 annual meeting of shareholders of Cracker Barrel Old Country Store adjourned. I'll now turn the proceedings over to Julie Masino, but before I do so, allow me to thank all of our shareholders for your continued support of Cracker Barrel and wish you all a happy holiday season. Julie?

Julie Masino
CEO, Cracker Barrel Old Country Store

Good morning, everyone. It's a pleasure to be with all of you today, and I want to thank you for being Cracker Barrel shareholders. Since joining the company in August, I've been busy visiting stores, getting to know the brand and team, and digging into shorter-term and longer-term strategic initiatives to deeply understand the business. While I've only been here a few months, it's clear that the things that drew me to this opportunity, an iconic and highly differentiated brand with passionate and loyal guests who love us, great food and retail products, a profound mission of pleasing people, and talented, passionate people who are deeply committed to delivering on this mission, are all right here. I'm confident that the core elements are in place and that we have a solid foundation from which to drive performance and deliver long-term value creation.

Earlier this month, I officially began serving as President and CEO of Cracker Barrel. I'm grateful for the opportunity to lead this great brand. I've been around restaurants and retail my whole life, and the chance to leverage my experience with a company with as rich of a history and as bright of a future as Cracker Barrel is truly exciting. We will continue to work hard to make sure our company is a worthy investment. And now I'd like to answer some questions that we've received from our shareholders.

The first question is about our loyalty program: I saw that you recently launched a loyalty program. How do you think this will impact the business? PS, I must admit that I have not joined yet, but I am interested in doing so. Thank you for the question.

Our Cracker Barrel Rewards program is a great example of how we are extending our hospitality both in store and into the digital realm. We expect the program to support higher visit frequency, increase brand affinity, and provide data and insights that will help us provide an even better experience to our guests. While it's still early and we're only a couple of months into the national launch, we are very encouraged by the positive reaction from our employees and our guests so far.

You should definitely join. I think the team has done an outstanding job with the design and launch of Cracker Barrel Rewards, which is based on our iconic peg game. Guests earn one peg for each dollar they spend with us, whether in restaurant or retail, which they can redeem for rewards across various levels, again, both in restaurant and retail.

The program also includes opportunities to engage with the brand digitally, where guests can earn pegs and bonus rewards by completing fun challenges. Because of the program's engaging design and unique value proposition to reward guests in both restaurant and retail, I believe Cracker Barrel Rewards has the potential to be the best loyalty program in the full-service dining industry. You can sign up for Cracker Barrel Rewards on crackerbarrel.com, in our app, or in any of our stores nationwide. I promise you it's easy, and I think you'll be glad that you did. Thanks for the question.

We have another question on catering: It seems that catering is an area of the business that's growing. Can you talk about what you've done to grow this business and what's next? Catering is indeed growing, and we have strong catering offerings for breakfast, lunch, and dinner.

Catering is one of three channels of our off-premise business, and in the past couple of years, it's been an area of increased focus and growth for us. In fact, in fiscal year 2023, we achieved our ambitious goal of growing catering to over $100 million. Here are some of the things that we've done and/or will be doing to support growth in fiscal 2024 and beyond. First, we're expanding delivery. Delivery is important to many of our catering guests, and we want to ensure that we're making the catering experience as convenient and accessible as possible.

Second, we are optimizing our menu and offerings with a focus on everyday occasions. We have both buffet style and individual plated offerings with a focus on these occasions. We have to make sure that we have offerings that work well for catering and are crowd pleasers.

For example, we've recently introduced our pancake tacos and our seasonal country fried turkey into our catering channel. Third, we're investing in marketing. We want to make sure people are aware that we cater and that we're top of mind when they're choosing who to cater their events. We're also focused on highlighting our strong competitive value proposition in this space. Finally, we're leveraging our catering sales manager positions to bring in business, especially from large accounts like companies, warehouse, distribution centers.

People love Cracker Barrel, and we have found that other companies' employees are excited when their employers choose to cater their appreciation events with us. The catering occasion is another example where the food and hospitality of Cracker Barrel can shine. I'm excited about this channel and think we'll continue to see much growth in it. I think you should give it a try.

We have another question on our Heat and Serve offerings: I love your Heat and Serve offerings. They have become part of my family's tradition for the holidays you offer them for. Do you have any plans to introduce new offerings or occasions? I'm so glad to hear that you love our Heat and Serve offerings and have made us a part of your holiday traditions. Based on the strong demand that we continue to see, many of our guests have done the same, and it's easy to see why. It's really hard to beat the taste, value, and overall convenience of Cracker Barrel Heat and Serve.

We're always reviewing our menu and evaluating ways we can enhance it, and this applies to the Heat and Serve program as well. A few years ago, we added a prime rib option, which has been a popular addition.

We believe there's some guest demand for breakfast offerings, so we are currently testing a new French toast bake, and let me tell you, it's delicious. It's available as an add-on or à la carte right now in a few test markets. We think this is another compelling Heat and Serve offering, and we're optimistic it will be available system-wide next year. For those of you who have not tried our Heat and Serve offerings, I encourage you to do so. We have different options available to suit your needs. Our feast serves eight to 10 people, our dinner serves four to six. Both options allow you to provide a delicious, abundant, and hassle-free meal that allows you to spend less time in the kitchen and more time with your friends and family. Thanksgiving is right around the corner, so we're here to help.

I just wanna thank you so much for your questions and for being a shareholder of Cracker Barrel. I look forward to being with you all again next year.

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