Portfolio 2: The Annual Meeting of Shareholders

I. Introduction

II. Legal Overview
A. State Corporate Law
B. Federal Securities Law
C. Stock Exchange Rules
D. Corporate Charter and Bylaws

III. Federal Proxy Rules Applicable to Annual Meetings of Shareholders
A. Application of the Proxy Rules
1. Background
2. Solicitation
a. Exempt solicitations
b. Actions excluded from the definition of solicitation
3. Solicitation before furnishing a proxy statement
B. The Proxy Statement
1. Meeting and voting information
2. Information about directors and executive officers
3. Executive compensation disclosure
a. Introduction
b. Persons covered
c. Summary compensation table
(1). Annual compensation
(2). Long-term compensation
(3). All other compensation
d. Companion compensation tables
(1). Option/SAR grant table
(2). Option/SAR exercises and year-end values table
(3). LTIP awards table
(4). Pension plan table
(5). Ten-year option/SAR re-pricing table
e. Compensation committee report
f. Performance graph
g. Director compensation
h. Other executive compensation disclosure requirements
i. Information about compensation plans
4. Beneficial ownership information
5. Audit committees and independent public accountants
a. Audit committee disclosures
(1). Audit committee report
(2). Audit committee charter and related disclosures
b. Disclosures relating to independent public accountants
(1). Disclosure of fees
(2). Audit committee disclosure regarding independence
(3). Leased employees
6. Section 16 disclosure
7. Disclosure of shareholder proposal deadline
C. Form of Proxy
D. The Annual Report
E. Filing of Proxy Material
1. Preliminary proxy material filing requirements
2. Definitive proxy material filing requirements
3. EDGAR
F. Distribution of Proxy Material to Shareholders

IV. Shareholder Proposals
A. Procedural Rules
B. Substantive Grounds for Omission of Shareholder Proposals
1. Not a proper subject for action by security holders under state law 17
2. Proposals in violation of law20
3. Proposals in violation of the proxy rules25
4. Personal grievances or proposals to further a personal interest 28
5. Matters related to less than 5 percent of the corporation's business 33
6. Matters beyond the corporation's power or authority 36
7. Matters relating to ordinary business operations 37
a. Cracker Barrel
b. Executive compensation
8. Proposals relating to elections to office 55
9. Conflicts with management's proposal 57
10. Proposals substantially implemented 58
11. Duplicative proposals 60
12. Proposals dealing with re-submissions 61
13. Specific dividend amounts 62
C. Responses to Shareholder Proposals, Including SEC No-Action Letters

IV. Shareholder Proposals
A. Procedural Rules
B. Substantive Grounds for Omission of Shareholder Proposals
1. Not a proper subject for action by security holders under state law
2. Proposals in violation of law
3. Proposals in violation of the proxy rules
4. Personal grievances or proposals to further a personal interest
5. Matters related to less than 5 percent of the corporation's business
6. Matters beyond the corporation's power or authority
7. Matters relating to ordinary business operations
a. Cracker Barrel
b. Executive compensation
8. Proposals relating to elections to office
9. Conflicts with management's proposal
10. Proposals substantially implemented
11. Duplicative proposals
12. Proposals dealing with re-submissions
13. Specific dividend amounts
C. Responses to Shareholder Proposals, Including SEC No-Action Letters

V. Planning and Preparing for the Meeting
A. Planning Timetable
B. Legal Considerations
1. Shareholder proposals
2. Notice of meeting and record date
3. Directors' and officers' questionnaire
4. Due diligence regarding proxy material and annual report information
5. Filing of proxy material
C. Logistical Considerations
1. Location
2. Physical arrangements
3. Attendance
D. Briefing Books and Meeting Script

V. Planning and Preparing for the Meeting
A. Planning Timetable
B. Legal Considerations
1. Shareholder proposals
2. Notice of meeting and record date
3. Directors' and officers' questionnaire
4. Due diligence regarding proxy material and annual report information
5. Filing of proxy material
C. Logistical Considerations
1. Location
2. Physical arrangements
3. Attendance
D. Briefing Books and Meeting Script

VI. The Meeting
A. Pre-Meeting Inspection
B. Procedural Rules for the Conduct of the Meeting
C. Transaction of Business at the Meeting
D. Shareholder Questions
E. Report on the Voting

VI. The Meeting
A. Pre-Meeting Inspection
B. Procedural Rules for the Conduct of the Meeting
C. Transaction of Business at the Meeting
D. Shareholder Questions
E. Report on the Voting

VIII. The Continuing Evolution of the Annual Meeting

VII. Post-Meeting Activities

VIII. The Continuing Evolution of the Annual Meeting