UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 20, 2025

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)

305 Hartmann Drive, Lebanon, Tennessee 37087

(Address of Principal Executive Offices) (Zip code)

(615) 444-5533

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Amended 2020 Plan

On November 20, 2025, Cracker Barrel Old Country Store, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “First Amendment”) to the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan (as amended by the First Amendment, the “Amended 2020 Plan”). The results of the stockholder vote on the First Amendment are set forth below under Item 5.07 of this Current Report on Form 8-K.

A description of the Amended 2020 Plan was included as part of “Proposal 4: Approval of the Amendment to the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan” and “Summary of Material Features of the Amended 2020 Plan” in the Company’s Proxy Statement that was filed with the Securities and Exchange Commission on October 7, 2025 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the Amended 2020 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Director Resignation

On November 20, 2025, director Gilbert Dávila resigned from the Board of Directors (the “Board”), effective immediately. In connection with Mr. Dávila’s resignation and pursuant to the Company’s Third Amended and Restated Bylaws and Amended and Restated Charter, the size of the Board was decreased from ten to nine members.

On November 21, 2025, First Coast Results, Inc., the inspector of election for the Annual Meeting (“First Coast”), delivered its certification of final voting results for the Annual Meeting to the Company. The final voting results reflect that a total of 17,543,266 shares of the Company’s common stock, out of a total of 22,268,694 shares of common stock outstanding and entitled to vote as of September 26, 2025, the record date, were present in person or represented by proxies at the Annual Meeting, and that the results for each proposal presented to the shareholders at the Annual Meeting are as set forth below:

Management Proposals:

1. Election to the Board of the following ten director nominees:

The following nine directors were elected at the Annual Meeting: Carl Berquist, Jody Bilney, Stephen Bramlage, John Garratt, Michael Goodwin, Cheryl Henry, Julie Masino, Gisel Ruiz and Darryl Wade.

In addition, First Coast has advised the Company that there were zero broker non-votes on proposal 1.

2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2025 proxy statement (“say-on-pay”):

The proposal was approved. First Coast has advised the Company that there were zero broker non-votes on proposal 2.

3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year:

The proposal was approved. First Coast has advised the Company that there were zero broker non-votes on proposal 3.

4. Approval of an amendment to the Cracker Barrel Old Country Store, Inc. 2020 Omnibus Incentive Plan:

The proposal was approved. First Coast has advised the Company that there were zero broker non-votes on proposal 4.

5. Ratification, on an advisory basis, of the inclusion of the Proxy Access Provision in the Bylaws, as disclosed in the Company’s 2025 proxy statement:

The proposal was approved. First Coast has advised the Company that there were zero broker non-votes on proposal 5.

6. Ratification, on an advisory basis, of the inclusion of the Ineligibility Provision in the Bylaws, as disclosed in the Company’s 2025 proxy statement:

The proposal was approved. First Coast has advised the Company that there were zero broker non-votes on proposal 6.

7. Ratification, on an advisory basis, of the inclusion of the Mutual Reimbursement Provision in the Bylaws, as disclosed in the Company’s 2025 proxy statement:

The proposal was approved. First Coast has advised the Company that there were zero broker non-votes on proposal 7.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.