SAN ANTONIO, Texas, Dec. 15, 2011 /PRNewswire/ -- Biglari Holdings Inc. (NYSE: BH) urges all shareholders of Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL), and particularly those who subscribe only to Institutional Shareholder Services (ISS), to read the Glass Lewis report on Cracker Barrel in its entirety. We find the Glass Lewis report to be extremely thorough. We want all shareholders to have access to Glass Lewis' full report. Click here to read the complete report.
Glass Lewis examines thoroughly Cracker Barrel's operating performance, stock-price performance, executive compensation, board composition, related party transactions, financial-reporting transparency, potential conflict of interest, among other areas of shareholder concern. For Biglari Holdings to gain Glass Lewis' recommendation requires clearing a high hurdle. Glass Lewis states:
"As a rule, we are reticent to recommend the removal of incumbent directors, or in favor of [shareholder] nominees, unless one of the following has occurred: (i) there are serious problems at the company and the [shareholder] nominees have a clear and realistic plan to solve these problems; or (ii) the current board has undertaken an action contrary to the interests of shareholders (or failed to undertake an action to the benefit of shareholders)."
"We side with [Biglari] in identifying a number of concerns at Cracker Barrel, including: (i) under-performance and under-valuation compared to peers; (ii) declining store-level operating performance; (iii) stagnant financial performance; (iv) questionable compensation, governance and reporting practices; and (v) reactive responses to shareholder issues and interests.""In this case, we believe [Biglari] has identified areas of concern, both operationally and governance related, and we find grounds on which to support the notion that the election of [Mr. Biglari] is likely to result in a superior outcome for Cracker Barrel and its shareholders. Our concerns regarding Cracker Barrel outweigh any concerns raised by the Company regarding [Biglari] and its nominee. Therefore, we ultimately believe that Mr. Biglari is likely to have a positive impact at Cracker Barrel."
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