Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )



Filed by the Registrant  ☒                                 Filed by a party other than the Registrant  ☐

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   Preliminary Proxy Statement
   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   Definitive Proxy Statement
   Definitive Additional Materials
   Soliciting Material Pursuant to §240.14a-12

Cracker Barrel Old Country Store, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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The following is a letter sent to shareholders of Cracker Barrel Old Country Store, Inc. (the “Company”) in a mailing commenced on October 31, 2018:




October 31, 2018

Dear Shareholder:

Our records indicate your vote has not yet been received for the 2018 Annual Meeting of Cracker Barrel Shareholders to be held on November 15. At the Annual Meeting you are being asked to vote on the election of the Company’s nine directors and several other proposals, including, importantly, the approval of the Company’s Shareholder Rights Plan. Please take a moment right now to vote your shares to ensure that your voice is heard in this very important decision regarding your investment.

The Cracker Barrel board of directors unanimously recommends that Cracker Barrel shareholders vote “FOR” ALL PROPOSALS under consideration at the Annual Meeting and reflected in the enclosed proxy card.

Your vote is important. Please vote your shares today by telephone, internet, or by completing and mailing the enclosed proxy card. Remember – every share and every vote counts!

If you have any questions or need assistance in voting your shares, please contact MacKenzie Partners, Inc., which is assisting with the solicitation, at (212) 929-5500 or toll-free (800) 322-2885 or at

If you have recently voted, please disregard this reminder and thank you for your attention to this important matter.




James Bradford

Chairman of the Board of Directors


Sandy Cochran

President and Chief Executive Officer and Director


If you have any questions or need assistance in

voting your shares, please contact the Company’s proxy solicitor:




1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500


Toll-Free (800) 322-2885






Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2018 annual meeting of shareholders to be held on November 15, 2018. On October 4, 2018, the Company filed a definitive proxy statement (as it may be amended, the “Proxy Statement”) with the SEC in connection with any such solicitation of proxies from the Company’s shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at Copies are also available at no charge at the Investor Relations section of our corporate website at