Biglari group targets Cracker Barrel (NASDAQ: CBRL) directors with WITHHOLD campaign
Rhea-AI Filing Summary
Biglari Capital Corp. and affiliated investors have launched a proxy campaign urging Cracker Barrel shareholders to WITHHOLD votes from certain director nominees at the company’s 2025 annual meeting. They have filed a preliminary proxy statement and will use a GOLD proxy card to solicit these WITHHOLD votes.
The group of participants includes Biglari Capital, The Lion Fund II, First Guard Insurance Company, Southern Pioneer Property and Casualty Insurance Company, Biglari Reinsurance, Biglari Insurance Group, Biglari Holdings and Sardar Biglari. Together, they report beneficial ownership of 654,141 shares of Cracker Barrel common stock, including 585,000 shares held directly by The Lion Fund II and 69,141 shares held in total by First Guard and Southern Pioneer. The campaign materials will be available at no charge through the SEC’s website and from the participants’ proxy solicitor.
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Insights
Activist holder Biglari seeks WITHHOLD votes against some Cracker Barrel directors.
The content describes an activist campaign by Biglari Capital Corp. and affiliated entities targeting the director elections at Cracker Barrel Old Country Store, Inc. for the
The participants collectively report beneficial ownership of 654,141 Cracker Barrel common shares, with 585,000 shares held by The Lion Fund II, L.P. and 69,141 shares held by First Guard Insurance Company and Southern Pioneer Property and Casualty Insurance Company. Control relationships mean several parent entities and Sardar Biglari may be deemed to share beneficial ownership. Future proxy materials, as noted, are expected to provide more detail on the group’s arguments and proposed voting instructions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under § 240.14a-12 |
CRACKER BARREL OLD COUNTRY STORE, INC. |
(Name of Registrant as Specified In Its Charter) |
BIGLARI CAPITAL CORP. THE LION FUND II, L.P. BIGLARI HOLDINGS INC. FIRST GUARD INSURANCE COMPANY SOUTHERN PIONEER PROPERTY AND CASUALTY INSURANCE COMPANY BIGLARI REINSURANCE LTD. BIGLARI INSURANCE GROUP INC. SARDAR BIGLARI |
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Biglari Capital Corp., together with the other participants named herein (collectively, “Biglari”), has filed a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission to be used to solicit WITHHOLD votes on the election of certain directors of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), at the Company’s 2025 annual meeting of shareholders.
On September 18, 2025, Biglari posted the following material on X (formerly known as Twitter):
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Biglari Capital Corp., together with the other participants named below (collectively, “Biglari”), has filed a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies to vote WITHHOLD on the election of certain directors of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”), at the Company’s 2025 annual meeting of shareholders.
BIGLARI STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Biglari Capital Corp. (“Biglari Capital”), The Lion Fund II, L.P. (“The Lion Fund II”), First Guard Insurance Company (“First Guard”), Southern Pioneer Property and Casualty Insurance Company (“Southern Pioneer”), Biglari Reinsurance Ltd. (“Biglari Reinsurance”), Biglari Insurance Group Inc. (“Biglari Insurance”), Biglari Holdings Inc. (“Biglari Holdings”) and Sardar Biglari.
As of the date hereof, the participants in the proxy solicitation beneficially own in the aggregate 654,141 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). As of the date hereof, The Lion Fund II is the direct beneficial owner of 585,000 shares of Common Stock. Biglari Capital, as the general partner of The Lion Fund II, may be deemed to beneficially own the 585,000 shares of Common Stock owned by The Lion Fund II. As of the date hereof, First Guard is the direct beneficial owner of 62,300 shares of Common Stock. As of the date hereof, Southern Pioneer is the direct beneficial owner of 6,841 shares of Common Stock. Biglari Reinsurance, as the direct parent company of each of First Guard and Southern Pioneer, may be deemed to beneficially own the 69,141 shares of Common Stock owned in the aggregate by First Guard and Southern Pioneer. Biglari Insurance, as the direct parent company of Biglari Reinsurance, may be deemed to beneficially own the 69,141 shares of Common Stock owned in the aggregate by First Guard and Southern Pioneer. Biglari Holdings, as the direct parent company of Biglari Insurance, may be deemed to beneficially own the 69,141 shares of Common Stock owned in the aggregate by First Guard and Southern Pioneer. Mr. Biglari, as the Chairman and Chief Executive Officer of each of Biglari Capital and Biglari Holdings, may be deemed to beneficially own the 654,141 shares of Common Stock owned in the aggregate by The Lion Fund II, First Guard and Southern Pioneer.
FAQ
What is Biglari trying to do at Cracker Barrel (CBRL) with this proxy campaign?
Biglari Capital Corp. and affiliated entities are seeking to have shareholders of Cracker Barrel Old Country Store, Inc. vote WITHHOLD on the election of certain directors at the company’s 2025 annual meeting of shareholders. They are using a GOLD proxy card to solicit these votes.
How many Cracker Barrel (CBRL) shares does the Biglari group report owning?
The participants in the solicitation report beneficial ownership of 654,141 shares of Cracker Barrel common stock. This total includes 585,000 shares held directly by The Lion Fund II, L.P. and 69,141 shares held in aggregate by First Guard Insurance Company and Southern Pioneer Property and Casualty Insurance Company.
Who are the participants in the Cracker Barrel (CBRL) proxy solicitation led by Biglari?
The anticipated participants are Biglari Capital Corp., The Lion Fund II, L.P., First Guard Insurance Company, Southern Pioneer Property and Casualty Insurance Company, Biglari Reinsurance Ltd., Biglari Insurance Group Inc., Biglari Holdings Inc. and Sardar Biglari.
How can Cracker Barrel (CBRL) shareholders access Biglari’s proxy materials?
Biglari states that its proxy statement and related materials will be available at no charge on the SEC’s website at http://www.sec.gov. The participants in the proxy solicitation will also provide copies of the proxy statement without charge, upon request, through their proxy solicitor.
What type of filing did Biglari make related to Cracker Barrel (CBRL)?
Biglari Capital Corp. and its affiliates have filed a preliminary proxy statement and accompanying GOLD proxy card to solicit WITHHOLD votes on the election of certain Cracker Barrel directors at the 2025 annual meeting of shareholders.
What role does Sardar Biglari have in the Cracker Barrel (CBRL) campaign?
Sardar Biglari is listed as a participant and, as the Chairman and Chief Executive Officer of both Biglari Capital and Biglari Holdings, may be deemed to beneficially own the 654,141 shares of Cracker Barrel common stock held in aggregate by The Lion Fund II, First Guard and Southern Pioneer.
