Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) today sent a letter to shareholders from Sandra B. Cochran, President and Chief Executive Officer, urging them to protect the future of their investment by supporting the Company’s ongoing business success and preventing Sardar Biglari from taking “creeping control” without paying shareholders a premium.
Ms. Cochran asked shareholders to approve all Board nominees at the Company’s annual meeting on November 15, 2012, in line with recommendations of leading independent proxy advisory services Institutional Shareholder Services (ISS) and Glass Lewis & Co. She also urged approval of the Company’s shareholder-friendly rights plan, which was also endorsed by ISS.
“We believe that Mr. Biglari has used unnecessarily divisive rhetoric, and has cherry-picked unfavorable data points of questionable relevance in an effort to distract from our successes over the past year,” Ms. Cochran stated. “We further believe that his presence on our Board would risk derailing our success and interfere with the Board’s ongoing effectiveness.”
She emphasized the importance of shareholders voting for the Shareholder Rights Plan, which was designed to prevent Mr. Biglari or anyone else from gaining creeping control of Cracker Barrel without paying shareholders a premium, while retaining several shareholder-friendly provisions.
She concluded: “We believe that change at the Board level is not warranted at this time, and we are pleased that ISS and Glass Lewis recognize our successful business execution over the past year, as well as the lack of foundation for Mr. Biglari’s arguments. We urge you to protect your investment and support all ten of your Board’s nominees.”
Text of Letter from Ms. Cochran to Cracker Barrel Shareholders:
PROTECT THE FUTURE OF YOUR INVESTMENT AND SUPPORT YOUR
COMPANY’S ONGOING BUSINESS SUCCESS
Leading Proxy Advisory Firms Agree: Reject Biglari and Cooley for Board Seats;
Vote FOR Cracker Barrel’s Highly Qualified Board Slate
ISS Recommends Voting FOR Shareholder Rights Plan;
Prevent Biglari from Taking Creeping Control of Your Company
VOTE THE ENCLOSED WHITE PROXY CARD TODAY
November 6, 2012