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Cracker Barrel Urges Shareholders To Reject Nominations Of Biglari And Cooley To Board Of Directors

Stocks in this article: CBRL

Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) today began mailing its proxy statement for the Company's Annual Meeting of Shareholders to be held on November 15, 2012. In addition, President and CEO Sandra B. Cochran sent a letter to the Company's shareholders urging them to elect the Company's ten nominees to the Board of Directors, and to vote against the election of Sardar Biglari and Phil Cooley.

“Despite being rejected by a significant margin last year, Mr. Biglari has not only chosen to re-fight the same battle to elect himself, but has also nominated his company’s vice chairman, Phil Cooley, for election, without providing any specific plans or proposals for the Cracker Barrel business,” Ms. Cochran wrote to Cracker Barrel shareholders. Mr. Biglari is CEO of a restaurant acquisition and holding company, Biglari Holdings, and CEO of its principal portfolio company, Steak 'n Shake, a family dining restaurant chain that Cracker Barrel considers a competitor.

“We believe Mr. Biglari and Mr. Cooley are wrong for Cracker Barrel’s Board and their election could jeopardize the powerful momentum we have built in the past year,” Ms. Cochran stated.

The stock market, she noted, has recognized Cracker Barrel’s progress since the announcement of the Company’s six strategic priorities on September 13, 2011, with a 68.4% appreciation in the value of the Company’s shares through September 28, 2012. In addition, she pointed out that Cracker Barrel:

  • Has increased its quarterly dividend 100% over the last year and continued its share buyback program.
  • Had an excellent fourth quarter and full-year fiscal 2012 as a result of successfully implementing key strategic initiatives.
  • Has a talented new management team, with five senior executives either new to the Company or serving in new positions since January 2011.
  • Has benefitted from the effective leadership of its renewed Board of Directors, with six new independent directors joining the Board within the last 18 months.

Ms. Cochran noted that Cracker Barrel has successfully delivered on the strategy it set out last year, stating, “We believe the facts today provide even stronger support for Cracker Barrel and its management and Board.”

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