Moreover, Mr. Biglari describes Biglari Holdings as a restaurant acquisition vehicle, and he has used it to engineer a “creeping takeover” to seize control of Steak ‘n Shake through a proxy fight without paying a control premium to shareholders. He has also made clear in Biglari Holdings’ SEC filings that he seeks to take control positions in the companies in which he invests. Our concerns about Mr. Biglari’s objectives and corporate governance practices are underscored by the recent Federal Trade Commission complaint filed against Biglari Holdings for violations of the Hart-Scott-Rodino Act in connection with its acquisition of Cracker Barrel stock last year. Biglari Holdings has agreed to pay $850,000 to settle the complaint.
THE WRONG TIME FOR CHANGE
Last year, proxy advisory services ISS and Egan-Jones both recommended that shareholders vote for the Company’s entire slate of nominees for the Board. ISS wrote: “In aggregate, the company’s key performance trends, careful executive succession process, and current board renewal efforts strongly suggest that the dissident’s arguments are poorly-founded, and that there is not a compelling need for shareholders to effect board change at this time.” It is important to note that ISS reached this conclusion BEFORE we so successfully delivered on the strategy we had set out, and we believe the facts today provide even stronger support for Cracker Barrel and its management and Board.
In these challenging economic times, we strongly believe it is in the best interest of all of our shareholders to allow our cohesive and revitalized Board to continue our recent and ongoing success, and stay focused on the execution of our strategic initiatives. Our strong results, our commitment to the highest standards of corporate governance and our determination to serve the best interests of our shareholders speak for themselves.I urge you to vote the enclosed WHITE card to vote “FOR ALL” ten of the Company’s nominees to the Board. To ensure that your vote is received in time, I urge you to vote by telephone or Internet by following the instructions on the Company’s WHITE card. I urge you NOT to sign any gold proxy card sent to you by Mr. Biglari. Even a withhold vote for Mr. Biglari and Mr. Cooley on his gold proxy card will cancel any previous proxy that you submitted to vote “FOR ALL” the Company’s nominees.
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