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

Stocks in this article: CBRL

We have also benefitted from the effective leadership of our renewed Board of Directors, with six new independent directors joining the Board along with me within the last 18 months. At the same time, six long-standing directors have retired from the Board. Our new Board members bring valuable experience and new energy to Cracker Barrel, including a diverse and complementary mix of senior management, marketing, operational and finance expertise both in the restaurant industry and beyond. We believe these new directors are contributing substantial leadership and insight to lead Cracker Barrel into the future.

Among the Board changes, Mike Woodhouse, our Executive Chairman, will step down in early November. He will be succeeded by Jim Bradford, a former NYSE company CEO and Dean at Vanderbilt University’s Owen Graduate School of Management, as our new, independent Chairman of the Board.

WHY WE BELIEVE SARDAR BIGLARI AND PHIL COOLEY ARE WRONG FOR OUR BOARD

We do not think it is in our shareholders’ best interests to risk jeopardizing our strong operational momentum by electing Sardar Biglari or Phil Cooley to our Board. In the past, Mr. Biglari has taken seats on corporate boards and many existing directors have thereafter departed, allowing Mr. Biglari to take control. At his own company, Mr. Biglari has engaged in what we view as poor corporate governance and self-interested transactions, including his pending proposal to adopt a dual-class capital structure that could increase his own voting power at the expense of other shareholders and proposing a compensation package for himself that we believe was excessive.

Given that they are directors or officers of Biglari Holdings, whose principal operating subsidiary is Steak ‘n Shake - a company we view as a competitor operating squarely in our space - we also have significant concerns about potential conflicts of interest, as well as possible legal issues that could arise from Mr. Biglari’s and/or Mr. Cooley’s presence in our boardroom. At a minimum, we believe the presence of current key officers or directors of a company that we see as a competitor could limit the free exchange of ideas by our recently renewed Board that has been vital to our success.

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