Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's 2021 annual meeting of shareholders (the "Annual Meeting") was held on November 18, 2021 at the Company's headquarters in Lebanon, Tennessee. On November 18, 2021, Broadridge Financial Services, Inc., the inspector of election for the Annual Meeting ("Broadridge"), delivered its certification of final voting results for the Annual Meeting to the Company. The final voting results reflect that a total of 20,702,766 shares of the Company's common stock, out of a total of 23,511,862 shares of common stock outstanding and entitled to vote as of September 17, 2021, the record date, were present in person or represented by proxies at the Annual Meeting, and that the results for each proposal presented to the shareholders at the Annual Meeting are as set forth below:





Management Proposals:

1. Election to the Board of the following ten director nominees:





                          For           Withheld
Thomas H. Barr          15,337,161       2,161,811
Carl T. Berquist        15,336,638       2,162,334
Sandra B. Cochran       15,249,396       2,249,576
Meg G. Crofton          15,342,584       2,156,388
Gilbert R. Dávila       15,331,306       2,167,666
William W. McCarten     15,193,515       2,305,457
Coleman H. Peterson     15,205,617       2,293,355
Gisel Ruiz              15,331,736       2,167,236
Darryl L. Wade          17,381,721         117,251
Andrea M. Weiss         14,728,273       2,770,699

* The Company's proxy solicitor, Okapi Partners LLC ("Okapi"), has informed the

Company that Okapi determined that certain entities affiliated with Sardar

Biglari (collectively, "Biglari") withheld approximately 2 million votes for

Messrs. Barr, Berquist, Dávila, McCarten, Peterson, and, Mses. Cochran,


   Crofton, Ruiz and Weiss.

The following ten directors were elected at the Annual Meeting: Thomas H. Barr, Carl T. Berquist, Sandra B. Cochran, Meg G. Crofton, Gilbert R. Dávila, William W. McCarten, Coleman H. Peterson, Gisel Ruiz, Darryl L. Wade, and Andrea M. Weiss. In addition, Broadridge has advised the Company that there were 3,203,794 broker non-votes on proposal 1.

2. Approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Company's 2021 proxy statement ("say-on-pay"):





    For            Against        Abstentions
  14,872,110       2,521,499           105,363

* Okapi has informed the Company that Okapi determined that Biglari voted

approximately 2 million shares against this proposal.

Broadridge has advised the Company that there were 3,203,794 broker non-votes on proposal 2.

3. Approval of the Company's shareholder rights plan:





    For            Against        Abstentions
  12,957,661       4,498,241            43,070

* Okapi has informed the Company that Okapi determined that Biglari voted

approximately 2 million shares against this proposal.

Broadridge has advised the Company that there were 3,203,794 broker non-votes on proposal 3.

4. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company's 2022 fiscal year:





    For           Against       Abstentions
  19,822,240       843,850            36,676

Broadridge has advised the Company that there were zero broker non-votes on proposal 4.





Shareholder Proposal:

5. Approval of the proposal requesting that the Company adopt a policy that all shareholder meetings be held, either in whole or in part, through virtual means:





    For            Against        Abstentions
  10,074,099       7,308,907           115,966

Broadridge has advised the Company that there were 3,203,794 broker non-votes on proposal 5.

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