CRACKER BARREL RESPONDS TO BIGLARI NOMINATIONS
Rhea-AI Summary
Cracker Barrel Old Country Store (Nasdaq: CBRL) has confirmed that The Lion Fund II, L.P., an affiliate of Biglari Holdings Inc., intends to nominate five candidates for the company's Board of Directors at the 2024 Annual Meeting. This marks Biglari's sixth attempt to nominate candidates and seventh proxy contest in 13 years. Cracker Barrel's shareholders have consistently rejected Biglari's nominees by significant margins.
The company's Board currently consists of ten highly qualified directors, with nine being independent and six appointed in the last four years. Cracker Barrel remains committed to its strategic transformation plans, led by newly appointed CEO Julie Masino. The company will consider Biglari's nominations through its Nominating and Corporate Governance Committee and present formal recommendations to shareholders in due course.
Positive
- Board composition includes 9 out of 10 independent directors
- 6 out of 10 directors appointed in the last 4 years, showing board refreshment
- Commitment to strategic transformation plans to increase brand relevancy and growth
Negative
- Potential for a costly and distracting proxy contest
- Repeated proxy contests by Biglari Holdings (7th in 13 years) indicating ongoing shareholder dissatisfaction
News Market Reaction – CBRL
On the day this news was published, CBRL gained 0.86%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
This marks the sixth time Biglari has nominated candidates for Board seats, the fourth time nominating himself, and the seventh proxy contest overall that Biglari has launched in the last 13 years. Each time, our shareholders have rejected Biglari's nominees and positions by significant and increasing margins.
The Cracker Barrel Board is composed of ten highly qualified directors, nine of whom are independent, and six of whom have been appointed in the last four years. In addition to the Board's demonstrated track record of leadership refreshment, Cracker Barrel remains committed to its publicly announced strategic transformation plans to increase brand relevancy, consistently deliver food and an experience guests love, and grow long-term sales and profitability. This plan is being led by our newly appointed CEO, Julie Masino, and has the full support of all of our independent directors, including the director whom the Board appointed as part of a 2022 settlement agreement with Biglari.
Although Cracker Barrel is disappointed that Biglari has chosen to launch another distracting and costly proxy contest, the Company's Nominating and Corporate Governance Committee will thoughtfully consider Biglari's nominations in keeping with its practices of good governance. The Board will present its formal recommendations to shareholders in due course.
Important Additional Information and Where to Find It
Cracker Barrel intends to file a preliminary and definitive proxy statement (the "Proxy Statement") and accompanying WHITE proxy card in connection with the solicitation of proxies for the 2024 annual meeting of Cracker Barrel shareholders (the "Annual Meeting"). INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE
Participants in the Solicitation
Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at the Annual Meeting. Information regarding the names of Cracker Barrel's directors and executive officers and certain other individuals and their respective interests in Cracker Barrel by security holdings or otherwise is set forth in the Annual Report on Form 10-K of Cracker Barrel for the fiscal year ended July 28, 2023, and Cracker Barrel's definitive proxy statement for the 2023 annual meeting of Cracker Barrel shareholders, filed with the SEC on October 6, 2023 (the "2023 Proxy Statement"). Please refer to the sections captioned "Executive Compensation," "Stock Ownership of Certain Beneficial Owners and Management" and "Board of Directors and Committees-Compensation of Directors" in the 2023 Proxy Statement. To the extent holdings of such participants in Cracker Barrel's securities have changed since the amounts described in the 2023 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by Thomas H. Barr, with the filings of Cracker Barrel on November 20, 2023; Form 4s, filed by Carl T. Berquist, with the filings of Cracker Barrel on November 20, 2023 and on July 9, 2024; Form 4, filed by Jody L. Bilney, with the filings of Cracker Barrel on November 20, 2023; Form 4, filed by Meg Crofton, with the filings of Cracker Barrel on November 20, 2023; Form 4, filed by Gilbert Raymond Davila, with the filings of Cracker Barrel on November 20, 2023; Form 4, filed by William W. Moreton, with the filings of Cracker Barrel on November 20, 2023; Form 4, filed by Gisel Ruiz, with the filings of Cracker Barrel on November 20, 2023; Form 4, filed by Darryl L. Wade, with the filings of Cracker Barrel on November 20, 2023; Form 3 and Form 4, filed by John W. Garratt, with the filings of Cracker Barrel on December 20, 2023; Form 4, filed by Bruce Hoffmeister, with the filings of Cracker Barrel on January 3, 2024; Form 4, filed by Jim Mark Spurgin, with the filings of Cracker Barrel on January 18, 2024; Form 3, filed by Brian T. Vaclavik, with the filings of Cracker Barrel on February 23, 2024; Form 3, filed by Edwards Christopher Bryant, with the filings of Cracker Barrel on June 13, 2024; Form 3 and Form 4, filed by Cheryl Janet Henry, with the filings of Cracker Barrel on June 20, 2024; Form 3, filed by Sarah O.
About Cracker Barrel Old Country Store®
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) is on a mission to bring craveable, delicious homestyle food and unique retail products to all guests while serving up memorable, distinctive experiences that make everyone feel welcome. Established in 1969 in
CBRL-F
Investor Contact: | Adam Hanan |
(615) 443-9887 | |
Media Contact: | Heidi Pearce |
(615) 235-4135 |
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SOURCE Cracker Barrel Old Country Store, Inc.
FAQ
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