UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

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)

Payment of Filing Fee (Check the appropriate box):

Cracker Barrel Old Country Store, Inc. (the “Company”) used the following investor presentation in meetings with investors beginning on April 4, 2014. This investor presentation was also posted to the “Proxy Contest” section of the Company’s Investor Relations website, investor.crakerbarrel.com.

Generating Shareholder Value By Continuing to Deliver an Outstanding Guest Experience Spring 2014 – Investor Presentation

Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at the special meeting of Cracker Barrel's shareholders to be held on April 23, 2014. On March 21 , 2014, Cracker Barrel filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies from Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING WHITE 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 may obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Cracker Barrel with the SEC for no charge at the SEC's website at www.sec.gov. Copies are also available at no charge at the Investor Relations section of our corporate website at www.crackerbarrel.com. Important Additional Information st 1

Table of Contents I.    Situation Overview and Why We Urge You to Vote Against Both Proposals II.    Delivering Strong Shareholder Performance Through Focused Execution Appendix A:  Supplemental Information 2

I.  Situation Overview and Why We Urge You to Vote Against Both Proposals

Despite Biglari’s Overwhelming Proxy Losses and the Company’s Continued Strong Business Performance… We Are Here, Again… Generating superior returns for shareholders – Delivered ~24% in Total Shareholder Return in the last twelve months and ~160% since the initial announcement of its six strategic priorities in September 2011 Returning ~$104mm in cash dividends to its shareholders since the beginning of fiscal year 2012 and tripling the quarterly dividend since September 2011 4 Returning ~$31mm in cash through share repurchases since the beginning of fiscal year 2012 4 Nine consecutive quarters of outperforming the Knapp-Track    casual dining index Leader in nine of ten categories according to 2013 Technomic Consumer Restaurant Brand Metrics Study Source:  Public filings, Technomic, and Bloomberg as of 28-Mar-2014 Note: See appendix for additional details on Technomic Consumer Restaurant Brand Metrics Study and other industry recognitions. (1)      Percentages based on number of shares voted excluding shares controlled by Biglari. (2)      Total Shareholder Return calculated by share price appreciation and dividends paid (assumes dividends paid are re-invested into the stock (purchasing more shares) on the ex-dividend date). (3)      12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011. (4)      Figures through CBRL’s fiscal Q2 2014. 2011 2012 2013 $20 Special Dividend Vote: ~90% Against ~8% For ~ 2% Abstentions Despite Being Rejected by a Significant Margin of Votes Cast by CBRL Shareholders in Each of the Last Three Years, Sardar Biglari Remains Insistent in His Campaign Against Cracker Barrel… …While CBRL Continues to Deliver Strong Performance for Shareholders Biglari Nominees ~26% Cracker Barrel Nominees ~74% Cracker Barrel Nominees ~90% Biglari Nominees ~10% Biglari Nominees ~8% Cracker Barrel Nominees ~92% 1 1 1 TM 3 2 4

…And Biglari’s Recent Public Statements Show a Questionable Shift in Narrative What Biglari Said Before 2011 – 2013 Source:  Public filings What Biglari Says Now 2014 “Our intention was that even if we were to purchase additional stock, we would keep ownership well under 20%.” “Biglari Holdings is not seeking to acquire control of Cracker Barrel. Furthermore, under Tennessee law, there are strict antitakeover laws.” “[W]e have been clear about our agenda: We are interested in making money, not controlling the Company.” “If a sale of Cracker Barrel were approved by the Board, we would also be willing to submit a bid to purchase the Company under a structure that would allow current shareholders the opportunity to participate in the Company’s future performance.” “…we have stated our willingness to enter into discussions to acquire the Company in a transaction that we give credit to as in the best interests of all shareholders.” 5

Proposal #1:  Why You Should Vote Against Pursuing All Potential Extraordinary Transactions Background The Board Recommends That You Vote AGAINST This Proposal As shown on Slide 4, at each of the last three annual meetings of the Company’s shareholders, Biglari nominees have been defeated by significant and increasing margins Moreover, just months ago, at the 2013 Annual Meeting in November 2013, the Company’s shareholders also voted, by a wide margin, against a non-binding proposal publicly made by Biglari recommending that the Board approve the payment of a $20 per share cash special dividend to all shareholders Yet, despite Biglari’s history of repeated, significant losses in its proxy contests at the Company’s annual meetings, Biglari seems bound and determined to force yet another meeting on the Company The Company has delivered strong operational performance and shareholder returns that the Board believes are exceptional relative to the Company’s peers over the last two and a half fiscal years The Board believes that Biglari’s demand for a special meeting may be motivated by Biglari’s self-interest in seeking to achieve full liquidity of its investment through a single extraordinary transaction rather than the long-term interests of all shareholders The Board believes that the interests of all shareholders are best served by the management team continuing to focus on the execution of the Company’s current operational and strategic plan Since the Company’s announcement of its strategic priorities in September 2011, the Company has delivered total shareholder return of approximately 160%, which consisted of approximately 144% growth in the Company’s stock price and approximately 16% in quarterly dividends paid The Board believes that the interests of a single shareholder should not take priority over the long-term interests of ALL shareholders Publicly undertaking a sale process at this time would disrupt the Company's progress, which could damage the long-term value of the Company 6 Why You Should Vote AGAINST This Proposal

Proposal #2: Why You Should Vote Against the Proposal for the Company to "Take Any Action Necessary" to Amend the Tennessee Business Corporation Act The provision of Tennessee law that Biglari desires to amend restricts shareholders holding 10% or more of the voting securities of a publicly traded Tennessee corporation from engaging in business combinations with that corporation for a period of five years following the date on which the shareholder acquired the securities crossing the 10% threshold Biglari crossed the 10% threshold with its CBRL share purchases in January 2012 In a letter to the Company’s Chairman, Biglari requested that the Board support its efforts to seek to amend applicable Tennessee law to allow Biglari to seek to acquire the Company as part of a sale process Why You Should Vote AGAINST This Proposal Before acquiring a 10% stake in the Company’s common stock, Biglari had the opportunity either to make an offer directly to the Company’s shareholders or to approach the Board about a possible business combination transaction, but chose not to do either In all three proxy contests, Biglari has vehemently denied any intent to acquire control of the Company and, in fact, repeatedly cited the Tennessee law’s prohibition as evidence to try to refute the Board’s concerns about Biglari’s intentions The Board does not have the power to amend Tennessee law The Board believes that the interests of all shareholders are best served by the management team continuing to focus upon the execution of the Company’s current operational and strategic plan, rather than engaging in a time consuming and potentially expensive lobbying effort Moreover, there appears to be no evidence to suggest that Biglari has taken any steps of its own to seek an amendment; given the Tennessee legislative calendar, we believe at this point any proposed amendment could not be considered by the Tennessee legislature until 2015 at the earliest Background The Board Recommends That You Vote AGAINST This Proposal 7

II.  Delivering Strong Shareholder Performance Through Focused Execution

Since Initial Announcement of Strategic Priorities In 2011, CBRL’s Share Price Is Up 144%... Source:  Public filings, Bloomberg, and IBES as of 28-Mar-2014 Note:  12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011. Proxy fight related annotations shaded green. Exceeds / Misses IBES indicates whether quarterly Adj. EPS beat IBES consensus median estimates.  Outperforms / Underperforms Knapp-Track™ indicates whether Quarterly Comparable Restaurant Sales outperformed the Knapp-Track™ casual dining index.  (1) Percentages based on number of shares voted excluding shares controlled by Biglari. $39.86 $ 97.22 $30 $40 $50 $60 $70 $80 $90 $100 $110 $120 Sep-2011 Feb-2012 Jul-2012 Dec-2012 May-2013 Oct-2013 Mar-2014 12-Sep-2011 to 28-Mar-2014 13-Sep-2011 New CEO Sandy Cochran announces Strategic Priorities 22-Nov-2011 CBRL Q1 2012 Results: Exceeds IBES Underperforms P Knapp-Track™ 20-Dec-2011 A majority of votes cast by shareholders (~74% of non-Biglari shares) 1 are for CBRL's slate of directors 19-Sep-2012 CBRL Q4 and FY 2012 Results: Exceeds IBES Outperforms P Knapp-Track™ 13-Nov-2013 A majority of votes cast by shareholders (~92% of non- Biglari shares)¹ are for CBRL's slate of directors. A majorty of votes cast by shareholders (~90% of non- Biglari shares) 1 are against a $20 per share special dividend 29-Nov-2012 CBRL Q1 2013 Results: Exceeds IBES Outperforms P 26-Feb-2013 CBRL Q2 2013 Results: Exceeds IBES Outperforms P Knapp-Track™ 18-Sep-2013 CBRL Q4 and FY 2013 Results:  Exceeds IBES Outperforms P Knapp-Track™ 15-Nov-2012 A majority of votes cast by shareholders (~90% of non-Biglari shares)   are 1 for CBRL's slate of directors, an even higher percentage than 2011 26-Nov-2013 CBRL Q1 2014 Results: Exceeds IBES Outperforms P Knapp-Track™ 03-Jun-2013 CBRL Q3 2013 Results: Exceeds IBES Outperforms P Knapp-Track™ 21-Feb-2012 CBRL Q2 2012 Results: Exceeds IBES Outperforms P Knapp-Track™ 22-May-2012 CBRL Q3 2012 Results: Exceeds IBES Outperforms P Knapp-Track™ 25-Feb-2014 CBRL Q2 2014 Results: Exceeds IBES Outperforms P Knapp-Track™ 9 Knapp-Track™

Cracker Barrel Peer Set S&P 500 Restaurant Index S&P 600 Restaurant Index S&P 1,500 Restaurant Index S&P 500 Index …Outperforming Benchmarks… Source:  Bloomberg as of 28-Mar-2014 Note:  12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011. Peer Set includes BH, BOBE, EAT, CAKE, DRI, DENN, RT, TXRH. S&P 500 Restaurant Index includes the restaurant companies in the S&P 500 Index:  CMG, DRI, MCD, SBUX, YUM.  S&P 600 Restaurant Index includes the restaurant companies in the S&P 600 Index:  BJRI, BH, BWLD, CEC, CBRL, DIN, JACK, PZZA, RRGB, RT, RUTH, SONC, TXRH.  S&P 1,500 Restaurant Index includes the restaurant companies in the S&P 1,500 Index:  BJRI, BH, BOBE, EAT, BWLD, CEC, CAKE, CMG, CBRL, DRI, DIN, DPZ, JACK, MCD, PNRA, PZZA, RRGB, RT, RUTH, SONC, SBUX, TXRH, WEN, YUM. All indices market capitalization weighted. 144 % 114 % 55 % 60 % 45 % 37 % 70% 100% 130% 160% 190% 220% 250% 280% Sep-2011 Apr-2012 Dec-2012 Jul-2013 Mar-2014 12-Sep-2011 to 28-March-2014 10

…Driving Significant Shareholder Value Source:  Public filings and Bloomberg Note: 12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011. Years relate to CBRL fiscal years.  Figures through CBRL’s fiscal Q2 2014. ($ in millions) $ 916 $ 1,442 $ 104 $ 31 $ 2,492 CBRL Equity Market Cap. Increase in CBRL Equity Market Cap. 12-Sep-2011 31-Jan-2014 Total Shareholder Value Dividends Paid Shares Repurchased $1,577 11

CBRL’s Total Shareholder Return Since Announcement of Strategic Priorities Is Almost Double The Peer Median Source:  Bloomberg as of 28-Mar-2014 Note:  Total Shareholder Return calculated by share price appreciation and dividends paid (assumes dividends paid are re-invested into the stock (purchasing more shares) on the ex-dividend date).  12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011. 12

Cracker Barrel vs. Knapp-Track Consistent Outperformance of Peers in Comparable Store Restaurant Sales is an Important Driver of Our Business Momentum Cracker Barrel Comparable Restaurant Sales (1.6)% 3.5% 3.1% 3.8% 3.3% 3.3% 3.1% 2.6% 2.8% (0.6)% Knapp-Track™ Casual Dining Index Comparable Sales 0.9% 2.2% 1.0% 0.3% (0.3)% (0.9)% 0.0% (1.9)% (1.3)% (2.6)% (2.5)% 1.3 % 2.1 % 3.5 % 3.6 % 4.2 % 3.1 % 4.5 % 4.1 % 2.0 % Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2012 2013 2014 Outperformed Knapp-Track   Casual Dining Index For The Last Nine Quarters Source:  Public filings and Knapp-Track™ Note: Knapp-Track™ Casual Dining Index Comparable Sales figure is an approximation based on respective weekly averages.   Quarters relate to Cracker Barrel’s fiscal  year. TM TM 13

We Are Keenly Focused on Our Updated Business Priorities to Continue Driving Performance… Focus on Better-For-You menu additions and reinforce everyday value Introduced Better-For-You menu items with our Wholesome Fixin's program launch Increase value proposition with menu and process adjustments designed to increase overall guest satisfaction while maintaining our affordable price points Continue messaging in support of the brand, menu and merchandise Continue “Handcrafted” marketing campaign with additional national television during the first quarter to support the Wholesome Fixin's launch Drive retail sales with quality, depth and breadth of the merchandise assortment Increase the quality and number of themes Create consistency with promotions and inventory pipeline to smooth the sales curve Focus on improving operations and margins by applying technology and process improvements Evolve the employee and guest experiences Implement technology to improve through-put, efficiencies and food quality Streamline processes to increase labor productivity Maximize long-term total shareholder value Grow the sustainable quarterly dividend over time Reinvest capital in the business to support existing stores and expand the footprint with modest new unit growth Extend the brand outside the four walls 14

…While Staying True To Our Core Mission Since 1969 An Outstanding Employee Experience An Outstanding Guest Experience Improved Sales & Traffic Grow same store sales with menu development and retail merchandise that meet guests’ evolving needs and reinforce the brand Maintain our marketing message of quality and value and deliver a consistent guest experience while improving margin Evolve the store prototype to increase new unit profitability Moderate new store growth with a continued focus on best locations and consistent execution Create long-term value through new revenue  streams Extend the power of the Cracker Barrel brand beyond the physical stores Pleasing People 15

We Believe You Should Vote Against These Proposals We have accomplished a great deal over two and a half years and have the right Board and management team in place to continue executing against our stated priorities The Company has delivered strong operational performance and shareholder returns that the Board believes are exceptional relative to the Company’s peers We believe that Biglari’s recent demand for a special meeting may be motivated by the self- interest of Biglari in seeking to achieve full liquidity of its investment through a single extraordinary transaction – and we believe that the interest of a single shareholder should not take priority over the long-term interests of ALL shareholders The Board believes that the interests of all shareholders are best served by the management team continuing to focus upon the execution of the Company’s current operational and strategic plan 16

Appendix A:  Supplemental Information

Technomic Consumer Brand Metrics Study ¹ 40¹ 42¹ 39¹ 40¹ 44¹ Pleasant, Friendly Service 78 67¹ 74¹ 68¹ 63¹ 66¹ 73¹ 76 75 67¹ Food Taste & Flavor 73 60¹ 65¹ 61¹ 54¹ 60¹ 69¹ 72 74 62¹ Brands A B C D E F G H I Rank % % % % % % % % % % Food Quality 73 59¹ 64¹ 58¹ 52¹ 58¹ 68¹ 69¹ 71 59¹ Menu Variety 65 51¹ 56¹ 50¹ 53¹ 57¹ 57¹ 54¹ 63 52¹ Availability of Healthy Options 53 46¹ 49¹ 39¹ 40¹ 44¹ 47¹ 42¹ 48¹ 29¹ Welcoming, Comfortable Atmosphere 72 56¹ 60¹ 54¹ 45¹ 50¹ 62¹ 64¹ 63¹ 50¹ Kid - Friendly 62 45¹ 53¹ 43¹ 47¹ 51¹ 46¹ 41¹ 43¹ 51¹ Portion for Price Paid 66 53¹ 57¹ 51¹ 51¹ 53¹ 59¹ 54¹ 56¹ 51¹ Ability to Provide Value Through High - Quality Menu Items 58 43¹ 50¹ 43¹ 40¹ 43¹ 49¹ 50¹ 51¹ 46¹ Prices Relative to Other, Similar Restaurants 56 41¹ 44¹ 39¹ 41 Leader in Nine of Ten Categories Source:  Technomic Consumer Restaurant Brand Metrics Study Q1 2011 – Q4 2013 Note:  Brands include:  Applebee’s, Bob Evans, Chili’s, Denny’s, IHOP, Olive Garden, Outback, Red Lobster, and Steak ‘n Shake. (1) Rating significantly lower than Cracker Barrel at the 95 level of confidence (Base: approx. 1440 respondents per chain). 2 nd 18

Selected Industry Recognitions Winner in Food and Beverage category among all full service chains – Technomic’s 2013 Inaugural Chain Restaurant Consumers’ Choice Awards Top of the Full-Service Restaurants in Casual and Family Dining – Consumer Brand Metrics Program, Technomic, Inc. “Best Breakfast” among Family Dining Chains – Zagat’s 2010 & 2011 Consumer Surveys Named one of Forbes’ America's 100 Most Trustworthy Companies in 2014 Top “Family Dining” Chain for 19 Consecutive Years in “Choice in Chains” Annual Consumer Survey – Restaurants & Institutions Magazine Best National Restaurant Chain in Readers’ Choice awards – Packaged Travel Insider Gold Award – Courier Magazine’s Favorite Group Friendly Restaurant – NTA Tour Operators 19

Ticker Company Name Logo BH Biglari Holdings BOBE Bob Evans Farms EAT Brinker International CAKE The Cheesecake Factory DRI Darden Restaurants DENN Denny’s Corporation RT Ruby Tuesday TXRH Texas Roadhouse For purposes of consistency, we are using the same peer set as previously shown in 2012 and 2013 Annual Meeting related investor presentations We believe this subset of casual and family dining restaurants represents the most comparable set of companies to benchmark Cracker Barrel’s operational performance – Leading casual / family dining concepts – Operational comparability – Similar scale – Geographical proximity A Note on Peer Set Used for Benchmarking Peer Set Rationale for Inclusion 20

S&P Restaurant Indices Composition Ticker Company Name Logo S&P 500 S&P 600 S&P 1,500 BJRI BJ’s Restaurants BH Biglari Holdings BOBE Bob Evans Farms BWLD Buffalo Wild Wings CAKE The Cheesecake Factory CBRL Cracker Barrel Old Country Store CEC CEC Entertainment CMG Chipotle Mexican Grill DIN DineEquity DPZ Domino’s Pizza DRI Darden Restaurants EAT Brinker International Ticker Company Name Logo S&P 500 S&P 600 S&P 1,500 JACK Jack in the Box MCD McDonald’s PNRA Panera Bread Company PZZA Papa John’s International RRGB Red Robin Gourmet Burgers RT Ruby Tuesday RUTH Ruth’s Hospitality Group SBUX Starbucks SONC Sonic TXRH Texas Roadhouse WEN The Wendy’s Company YUM Yum! Brands Source:  Standard & Poor‘s Respective S&P Restaurant Index Constituents 21

Cracker Barrel Old Country Store, Inc. (the “Company”) used the following addendum to its investor presentation in meetings with investors beginning on April 4, 2014. This addendum was also posted to the “Proxy Contest” section of the Company’s Investor Relations website, investor.crakerbarrel.com.

Addendum To Spring 2014 Investor Presentation

Cracker Barrel Comparable Restaurant Traffic (3.8)% 1.1% 0.6% 1.4% 0.8% 0.2% 0.7% 0.6% (0.1)% (2.9)% Knapp-Track™ Casual Dining Index Guest Traffic (0.8)% (0.2)% (1.7)% (2.0)% (2.4)% (2.5)% (1.2)% (3.2)% (3.0)% (4.3)% Cracker Barrel Relative to Knapp-Track Traffic Outperformed Knapp-Track TM Guest Traffic For The Last Nine Quarters TM (3.0)% 1.3 % 2.3 % 3.4 % 3.2 % 2.7 % 1.9 % 3.8 % 2.9 % 1.4 % Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2012 2013 2014 TM Source:  Public filings and Knapp-Track™ Note: Knapp-Track™ Casual Dining Index Weekly Guest Traffic figures are an approximation based on respective weekly averages.  Quarters relate to Cracker Barrel’s fiscal year.

YOY Growth 3.9 % 4.6 % 0.7 % Margin Improvement 50bps 31bps (10)bps Store Operating Performance – Key Metrics Source: Public filings Margin Improvement 52bps 40bps (13)bps EPS $ 3.81 $ 4.34 $ 4.97 $ 5.22 EPS Growth 5.2 % 13.9 % 14.5 % 5.0 % ($ in thousands) Revenue Adj. EBITDAR Adj. Operating Income Adj. Net Income

Revenue CAGR Since Strategic Priorities Operating Profit CAGR Since Strategic Priorities Operating Profit Margin Store Operating Performance – Benchmarking Source: Public filings Note:  Revenue and Operating Profit CAGR reflects compounded annual growth rate over the last 10 quarters. Operating Profit  margin reflects respective LTM periods. Strategic Priorities announced in Sep-2011. 7.7 % 10.3 % 9.2 % 8.6 % 8.4 % 5.9 % 3.4 % (5.2)% (6.4)% Median: 7.2 % 8.2 % 11.5 % 10.2 % 9.9 % (6.5)% (12.5)% (14.3)% NM NM Median: 1.7 % 3.6 % 12.8 % 5.6 % 4.4 % 3.6 % 1.4 % (1.3)% (2.4)% (6.5)% Median: 2.5 %

Cracker Barrel Earnings Per Store vs. Steak ‘n Shake   Steak ‘n Shake Earnings per Store Cracker Barrel Earnings per Store Source:  Public filings Note: Time frames referenced relate to ending month of respective quarter.  Quarters represent latest reported quarters per respective company.  Metrics used to show approximate trend in Earnings per Store for both businesses, metrics do not use identical methodology due to lack of publicly disclosed information. (1)  Earnings per Store as measured by Steak ‘n Shake’s earnings before income taxes and noncontrolling interests as reported by BH over period average store count.  Quarters relate to BH fiscal year. (2)  Earnings per Store as measured by Cracker Barrel’s adjusted operating income as reported by CBRL over period average store count. Quarters relate to CBRL fiscal year. “We believe operating income per store … is the metric that more accurately reflects the Company’s underlying performance and long- term financial health.” Biglari Capital Corp. (8-Oct-2013) ($ in thousands) $83,338 $94,961 $66,778 $71,073 $81,665 $88,037 $79,638 $75,358 $94,961 $94,531 FY 2012 (Jan 2012) FY 2013 (Feb 2013) FY 2012 (Apr 2012) FY 2013 (May 2013) FY 2012 (Aug 2012) FY 2013 (Aug 2013) FY 2013 (Nov 2012) FY 2014 (Nov 2013) FY 2013 (Feb 2013) FY 2014 (Jan 2014) Q2 Q3 Q4 Q1 Q2 $27,855 $17,038 $26,565 $16,557 $18,237 $13,526 $19,909 $8,859 $17,038 $10,716 FY 2012 (Dec 2011) FY 2013 (Dec 2012) FY 2012 (Apr 2012) FY 2013 (Apr 2013) FY 2012 (Jul 2012) FY 2013 (Jul 2013) FY 2012 (Sep 2012) FY 2013 (Sep 2013) FY 2013 (Dec 2012) FY 2014 (Dec 2013) Q1 Q2 Q3 Q4 Q1 1 2

Important Additional Information Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at the special meeting of Cracker Barrel's shareholders to be held on April 23, 2014. On March 21  , 2014, Cracker Barrel filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies from Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING WHITE 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 may obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Cracker Barrel with the SEC for no charge at the SEC's website at www.sec.gov. Copies are also available at no charge at the Investor Relations section of our corporate website at www.crackerbarrel.com. st