CRACKER BARREL OLD COUNTRY STORE, INC

The proposal requests that the Board adopt a policy requiring shareholder approval prior to issuing "blank-check" preferred stock, while exempting ordinary business uses such as raising capital or making acquisitions. Proponents argue that unconstrained authority to issue preferred stock with board-defined rights can enable entrenchment, dilute shareholder voting power, or be used to frustrate transactions shareholders might favor. The proposal cites recent shareholder votes at other companies and references investor stewardship guidance opposing blank-check provisions without anti-takeover safeguards. It also states the measure would not interfere with the company’s existing shareholder rights agreement and is intended as a targeted safeguard, not a prohibition on ordinary uses of preferred stock.