Cracker Barrel Responds to Biglari Question About Proxy
LEBANON, Tenn. -- October 09, 2012
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company")
(Nasdaq: CBRL) today responded to a letter sent to its Board of Directors by
Sardar Biglari, Chairman and CEO of Biglari Holdings, on October 8, 2012,
concerning the background of James W. Bradford, a member of Cracker Barrel’s
Board of Directors and its incoming Chairman. In his letter, Mr. Biglari calls
into question one aspect of Mr. Bradford’s credentials.
Mr. Bradford was appointed to the Cracker Barrel Board in July 2011 and will
become the independent Chairman of the Board next month. Since 2005, he has
served as Dean and Ralph Owen Professor for the Practice of Management at
Vanderbilt University’s Owen Graduate School of Management. He served as
President and CEO of United Glass Corporation, a global glass fabricator, from
1999 to 2001, and as President and CEO of AFG Industries Inc., a vertically
integrated glass manufacturing and fabrication company, from 1992 to 1999. Mr.
Bradford first joined AFG Industries in 1984 as its general counsel, and
during a portion of his tenure as general counsel the company was listed on
the New York Stock Exchange (NYSE). AFG Industries was taken private in 1988
and Mr. Bradford subsequently became President and CEO, thus leading a sizable
corporation that had formerly been an NYSE-listed company.
Mr. Bradford did not represent to the Company’s Board that AFG was publicly
traded during the time he served as CEO of that company. However, the wording
of the Company’s proxy statement and subsequent statements was presented in a
manner that suggested the contrary. The Company regrets any resulting
misunderstanding. The facts remain that Mr. Bradford was indeed the CEO of AFG
Industries and AFG Industries was an NYSE-listed company while Mr. Bradford
was the general counsel and prior to his assuming the role of CEO.
Mr. Bradford’s extensive business and academic experience is beyond reproach,
and he has already contributed significantly to the Company’s Board, as one of
several new directors who have helped to oversee the Company’s successful
operating performance over the past year.
Cracker Barrel Chief Executive Officer Sandra B. Cochran said: “The
accusations and innuendo in Mr. Biglari’s letter represent a continuation of
his contentious rhetoric. We urge shareholders not to be distracted by Mr.
Biglari’s proxy fight and instead focus on the Company’s business and strong
About Cracker Barrel
Cracker Barrel Old Country Store restaurants provide a friendly
home-away-from-home in their old country stores and restaurants. Guests are
cared for like family while relaxing and enjoying real home-style food and
shopping that's surprisingly unique, genuinely fun and reminiscent of
America's country heritage…all at a fair price. The restaurant serves up
delicious, home-style country food such as meatloaf and homemade chicken n'
dumplins as well as its signature biscuits using an old family recipe. The
authentic old country retail store is fun to shop and offers unique gifts and
Headquartered in Lebanon, Tennessee, Cracker Barrel Old Country Store, Inc.
(Nasdaq: CBRL) was established in 1969 and operates 620 company-owned
locations in 42 states. Every Cracker Barrel unit is open seven days a week
with hours Sunday through Thursday, 6 a.m. - 10 p.m., and Friday and Saturday,
6 a.m. - 11 p.m. For more information, visit: crackerbarrel.com.
Important Additional Information
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 Cracker
Barrel's 2012 Annual Meeting. On October 4, 2012, Cracker Barrel filed a
definitive proxy statement (as it may be amended, the "Proxy Statement") with
the U.S. Securities and Exchange Commission (the "SEC") in connection with any
such solicitation of proxies from Cracker Barrel shareholders. INVESTORS AND
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Detailed information regarding the identity of potential
participants, and their direct or indirect interests, by security holdings or
otherwise, is set forth in the Proxy Statement, including Annex A thereto.
Shareholders can obtain the Proxy Statement, any amendments or supplements to
the Proxy Statement and other documents filed by Cracker Barrel with the SEC
for no charge at the SEC's website at www.sec.gov. Copies will also be
available at no charge at the Investor Relations section of our corporate
website at www.crackerbarrel.com.
Cracker Barrel Old Country Store, Inc.
Lawrence E. Hyatt, Senior Vice President and Chief Financial Officer,
MacKenzie Partners, Inc.
Mark Harnett, 212-929-5877
Cracker Barrel Old Country Store, Inc.
Julie K. Davis, Senior Director, Corporate Communications, 615-443-9266
Kekst and Company
Ruth Pachman, 212-521-4891
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