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. (the “Company”) used the following presentation at the Wells Fargo Retail and Restaurants Summit beginning on October 2, 2012. This presentation was also posted to the Company’s Investor Relations website, investor.crackerbarrel.com. A screenshot of the “Events & Presentations” section of the Investor Relations website follows the presentation below.

Wells Fargo 2012 Retail & Restaurant Summit October 2, 2012

Safe Harbor statement Safe Harbor statement Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) urges caution in considering current trends and earnings guidance disclosed in this presentation. Except for specific historical information, matters discussed in this presentation are forward looking statements that involve risks, uncertainties and other factors that may cause actual results and performance of the Company to differ materially from those expressed or implied in this discussion. All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995. More detailed information on risks, uncertainties, and other factors is provided in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), press releases and other communications. 2

Important Additional Information 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 Cracker Barrel’s 2012 Annual Meeting. Cracker Barrel has filed a preliminary proxy statement with the SEC in connection with such solicitation of proxies from Cracker Barrel shareholders. When completed, a definitive proxy statement and a form of proxy will be mailed to Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE 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. Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement and other materials to be filed with the SEC in connection with Cracker Barrel's 2012 Annual Meeting. Shareholders will be able to 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 will also be available at no charge at the Investor Relations section of our corporate website at www.crackerbarrel.com. This presentation contains excerpts from certain previously published material. Unless otherwise indicated, consent of the author and publication to use the material as proxy soliciting material has not been sought or obtained. 3

A truly unique brand and experience A truly unique brand and experience • Highly differentiated concept providing wholesome connections to our guests • Our 620 old-fashioned country stores welcome 215 million guests a year • Approximately $2.6B in annual revenues with roughly 20% coming from our retail business • Welcome break for travelers across 42 states…travelers make up approximately 40% of our business 4

Quality ingredients hand-crafted with care Quality ingredients hand-crafted with care • USDA Grade AA real butter • Dumplins hand-rolled daily • Fresh squeezed Florida orange juice • Oven roasted turkey breasts • USDA domestic ground beef • USDA Choice chuck roast ½” thick • Sugar cured ham steaks • USDA choice country fried steak • USDA inspected chicken tenderloins • Russet Burbank potatoes • Trans Fat and cholesterol free vegetable oil • Grade A pure sour cream • Wild Maine blueberries • Arabica coffee beans • Grade A farm fresh eggs • USDA Grade AA real butter • Farm raised rainbow trout • Freshly brewed iced tea • Real mashed potatoes • Scratch biscuits with real buttermilk • Natural Colby cheese • Real Half & Half • All natural vanilla bean ice cream • Biscuit steak cut from the tenderloin • Whole hog smoked sausage • Long-cured country ham • Farm raised domestic catfish • Hickory smoked thick sliced bacon • Stewart’s ™ Root Beer and Orange n’ Cream Soda • Dickinson’s™ preserves and jam • Wild caught North Atlantic Haddock and Cod • Westminster Thin Square™ crackers • Earl Grey™ decaffeinated tea • Twining™ Darjeeling tea 5

Retail is integral to the Cracker Barrel experience Retail is integral to the Cracker Barrel experience • The experience begins with rockers on the front porch… which are also the top seller • The retail shop doubles as a guest waiting area…and produces sales per square foot of approximately $400 and gross margins around 50% • Emphasis on nostalgic and unique merchandise with a large selection of items under $20 – Apparel – Branded Food – Toys and Games – Music 6

We’ve been successful delivering the guest experience We’ve been successful delivering the guest experience Most RV-Friendly Sit-Down Restaurant in America for 10 Consecutive Years - The Good Sam Club Top of the Full-Service Restaurants in Casual and Family Dining - Consumer Brand Metrics Program, Technomic, Inc. Top “Family Dining” Chain for 19 Consecutive Years in “Choice in Chains” Annual Consumer Survey - Restaurants & Institutions Magazine #1 Family Dining Restaurant and Top Honors in Service, Cleanliness, Menu Variety, Atmosphere, Reputation, Craveability, Likely to Return and Likely to Recommend - Nation’s Restaurant News, Consumer Picks 2012 National Survey “Best Breakfast” among Family Dining Chains - Zagat’s 2010 & 2011 Consumer Surveys Best National Restaurant Chain in Readers’ Choice awards - Packaged Travel Insider Gold Award – Courier Magazine’s Favorite Group Friendly Restaurant - NTA Tour Operators 7 “America’s Most Admired Companies” for the food service industry 12 consecutive years - Fortune

Standing out in a sea of sameness Standing out in a sea of sameness 8 Brand A Brand B Brand C Brand D Brand E Brand F Brand G Brand H Brand I Is Unique % % % % % % % % % % Agree Completely 42 18 * 22 * 23 * 17 * 23 * 28 * 26 * 29 * 29 * Cracker Barrel is perceived to be more unique than its competitors -Source: Technomic Consumer Brand Metrics Study – Q1 2011 – 2012; * Brands include: Cracker Barrel, Applebee’s, Bob Evans, Chili’s, Denny’s, IHOP, Olive Garden, Outback, Red Lobster, Steak n’ Shake; Rating significantly lower than Cracker Barrel at the 95% level of confidence

Leader in seven of ten categories Leader in seven of ten categories Brand A Brand B Brand C Brand D Brand E Brand F Brand G Brand H Brand I Rank % % % % % % % % % % Menu Variety 64 51 * 56 * 56 * 52 * 51 * 53 * 52 * 61 44 * Availability of Healthy Options 52 46 51 43 * 39 * 42 * 48 42 * 48 26 * Welcoming, comfortable atmosphere 70 53 * 59 * 56 * 46 * 49 * 63 63 66 46 * Kid-friendly 60 44 * 49 * 45 * 47 * 50 * 49 * 42 * 41 * 48 * Portion for price paid 65 54 * 56 * 54 * 51 * 50 * 61 57 * 59 46 * Ability to provide value through high-quality menu items 57 42 * 48 * 46 * 38 * 43 * 49 * 51 53 43 * Prices relative to other, similar restaurants 57 39 * 43 * 41 * 41 * 39 * 41 * 43 * 44 * 41 * Food Quality 71 56 * 62 * 60 * 48 * 57 * 68 69 73 51 * Food Taste & Flavor 72 58 * 64 * 62 * 51 * 57 * 69 74 75 55 * Pleasant, Friendly Service 74 67 74 70 62 * 63 * 72 76 77 64 * 9 Source: Technomic Consumer Brand Metrics Study – Q1 2011 – 2012; * Brands include: Cracker Barrel, Applebee’s, Bob Evans, Chili’s, Denny’s, IHOP, Olive Garden, Outback, Red Lobster, Steak n’ Shake; Rating significantly lower than Cracker Barrel at the 95% level of confidence 1 1 1 1 1 1 1 2 3 3 st rd st st st st st rd nd st

Improve same store sales and traffic trends Accelerating same store sales growth in last three quarters with Q4 traffic up 1.4% Cut costs and leverage fixed costs to enhance profitability FY 2012 operating margin growth of 50 bps Reconfigure the Board with new members bringing a fresh perspective 7 new board members, including a new independent Chairman ¹ Fill in key management positions to enhance functional capabilities First Year CEO and new head of retail Develop a long-term plan to maintain operating momentum Outperforming casual dining peers in Knapp-Track for three consecutive quarters What we accomplished this past year What we accomplished this past year (1)  Changes to board since 20-Jun-2011.  New Chairman to succeed into position affective November 2012 10

We have regained and are maintaining our positive gap to Knapp-Track™ Casual Dining Knapp-Track Cracker Barrel Source: Knapp Track Casual Dining Index Updated through August 3 FY 2012 Q1 FY 2012 Q2 FY 2012 Q3 11 Rolling 4-week Traffic Average 21 out of the last 24 quarters we have outperformed the Knapp Track Casual Dining Index FY 2012 Q4 -10% -5% 0% 5% 10% rd TM

Business priorities               Financial outcomes Fiscal 2012 was a Successful Year Fiscal 2012 was a Successful Year 12 (in millions, except per share data) 12 (in millions, except per share data) (1)Severance, other charges and tax effects related to operational restructuring (2) (Charges) Gain and tax effects of impairment net of gain on sale of property (3)Refinancing costs and tax effects related to the Company’s $750 million credit facility (4)Charges and tax effects of the proxy contest concluded at the Company’s annual meeting of shareholders 2012 GAAP Adj (1)(4) 53rd Week Adj 2012 2011 GAAP Adj (1)(2)(3)(4) Adj 2011 % growth on Adj Sales $2,580 ($51) $2,529 $2,434 $2,434 3.9% Operating income $191 $7 ($10) $188 $167 $1 $169 11.6% EPS $4.40 $0.21 ($0.27) $4.34 $3.61 $0.20 $3.81 13.9% 2012 2011 % growth Cash balance $152 $52 190.7% LT debt $642 $673 -4.6% Dividends declared $1.12 $0.86 30.2%

Source:  Bloomberg as of 17-Aug-2012  Note:  Peer set includes BH, BOBE, EAT, CAKE, DRI, DENN, RT, TXRH.  S&P 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, PEET, RRGB, RT, RUTH, SONC, TXRH.  S&P 1500 Restaurant Index includes the restaurant companies in the S&P 1500 Index:  BJRI, BH, BOBE, EAT, BWLD, CEC, CAKE, CMG, CBRL, DRI, DIN, JACK, MCD, PNRA, PZZA, PEET, RRGB, RT, RUTH, SONC, SBUX, TXRH, WEN, YUM. 90% 100% 110% 120% 130% 140% 150% 160% 170% Sep-2011 Nov-2011 Jan-2012 Feb-2012 Apr-2012 Jun-2012 Aug-2012 Daily from 12-Sep-2011 to 17-Aug-2012 Cracker Barrel Peer Set S&P 500 Restaurant Index S&P 600 Restaurant Index S&P 1500 Restaurant Index S&P 500 Index 59.7% 31.3% 28.2% 22.0% 12.8% 10.7% All indices using market capitalization weighting methodology CBRL relative performance CBRL relative performance 13

Thoughtful board succession planning Thoughtful board succession planning 14 Sandy Cochran,  President and CEO, Cracker Barrel, former CEO, Books-A-Million William McCarten, Chairman of the Board, DiamondRock Hospitality Company, former President and CEO, HMS Host Corporation Designated Chairman, James Bradford, Attorney, Dean Vanderbilt’s Owen Graduate School of Management, former President and CEO of United Glass Corporation Coleman Peterson, President/CEO, Hollis Enterprises, LLC, former EVP and Chief People Officer, Walmart Andrea Weiss, President and CEO, Retail Consulting, former Chairman Cortefiel Group, SA Richard Dobkin, retired; Managing Partner of the Tampa, FL office of Ernest & Young, LLP Announced retiring: Robert Dale,  Charles Jones, B.F. Lowery, Michael Woodhouse Martha Mitchell, retired, Senior Partner and SVP, Fleishman-Hillard Tom Barr, current VP, Global Coffee at Starbuck’s Coffee Company Glenn Davenport, former Chairman and CEO, Morrison Group Norm Johnson, Executive Chairman and former CEO , Clarcor, Inc. 7 new members within last 18 months

Our three-year strategy Our three-year strategy Continued commitment to profitable new unit growth New store growth of 2-3% per year Extend the power of the Cracker Barrel brand beyond the physical stores Long term value created through new revenue streams Focus on business priorities Grow traffic by understanding and meeting guests’ evolving needs Maintain our value promise to the guest and deliver a consistent guest experience that aligns with our brand 15 with a continued focus on best locations and consistent execution

Priorities for FY 2013 Priorities for FY 2013 Refresh Select Menu Categories Invest in and Leverage Technology to Support Operations and Reduce Costs • Reinforce value proposition for guests with a refresh of Country Dinner Plates • Introduce better-for-you programs, including new sides and Wholesome Fixins’ Grow Retail Sales with Unique Merchandise • Focus on unique, exclusive, authentic merchandise • Improve productivity with visual merchandising and space planning • Implement technology to improve efficiencies and food quality • Streamline processes to increase labor productivity 16 • Target 2-3% annual new unit growth over the next three years • Pay competitive dividends and repurchase shares Improve Ecommerce Business and Develop Licensing Platform • Grow ecommerce awareness and revenues • Lay groundwork to sell Cracker Barrel branded products in grocery stores Focus on Maximizing Shareholder Returns Build on Successful Handcrafted Marketing Campaign • Continue national media strategy • Introduce new “Hand-crafted” creative for TV, radio, and billboards

A strong brand, well-positioned to continue to deliver shareholder value A strong brand, well-positioned to continue to deliver shareholder value We believe Cracker Barrel is well positioned because: 17 • A truly unique brand and guest experience • Proven executive team led the Company through a strong fiscal year • New strategy building on past success to provide a long runway of shareholder value creation