SAN ANTONIO, TX
October 9, 2012
/PRNewswire/ -- Biglari Holdings Inc. (NYSE: BH) today replied to a statement issued by Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL) claiming that public filings plus statements made by Cracker Barrel, including those by Chief Executive Officer
Sandra B. Cochran
, highlighting designated Chairman
's professed prior experience as CEO of a New York Stock Exchange-listed company, were a "misunderstanding."
Cracker Barrel's response to Biglari Holdings' identification of a material error in Cracker Barrel's public filings and statements regarding designated Chairman
's ostensible experience as a "former NYSE company CEO" was repugnant to shareholders. Just last week, Ms. Cochran touted Mr. Bradford's purported credentials at an investor conference as well as in a letter to shareholders. Shareholders are currently receiving letters in the mail from Ms. Cochran that identify Mr. Bradford as "a former NYSE company CEO." This assertion is now confirmed by the Company as 100% false. Yet, this inaccuracy is not a misunderstanding — it is misleading.
The inaccurate disclosure in Mr. Bradford's biography was contained in Cracker Barrel's proxy statements for both its 2012 and 2011 annual shareholders' meetings and has been repeated by Ms. Cochran during the proxy contest. Because
year's proxy statement had the same claim on his credentials, we find it quite troubling that this embellishment has been left uncorrected. It is unconscionable and inexplicable that Mr. Bradford overlooked or ignored misstatements of fact for the duration of a year.
We are left to draw one of two conclusions:
1. Mr. Bradford did not read his biography in either this year's or last year's proxy statement.
2. Mr. Bradford read his biography, yet did nothing to correct it.
Even if we assume he did not read either the Company's 2011 or 2012 proxy statements, did he also fail to review presentations by the Company's management to shareholders? Here are two recorded instances with links available on Cracker Barrel's own website: