Preliminary Results Indicate All Company Nominees Overwhelmingly Elected to
Cracker Barrel Board
*Over 70% of Voting Shares Were Cast for Company Slate, Including Almost
90% of Shares Voted By Shareholders Other Than Biglari Holdings
*Shareholder Rights Plan Approved
LEBANON, Tenn. -- November 15, 2012
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company")
(Nasdaq: CBRL) announced today that preliminary results provided by the
Company's proxy solicitor indicate that shareholders have elected, by an
overwhelming margin, all of the Company's nominees to the Board of Directors
at the Company's annual meeting and have rejected both Sardar Biglari and Phil
Cooley as directors.
Cracker Barrel shareholders also voted by a significant margin to uphold the
Company’s shareholder rights plan.
Preliminary results indicate that over 70% of the shares voting were cast in
favor of the Company’s nominees, including almost 90% of the shares voted by
shareholders other than Biglari Holdings, which nominated the two candidates
to the Board. The shareholder rights plan received the support of over 65% of
the shares voting, including over 80% of the shares voted by shareholders
other than Biglari Holdings.
In comments today after the annual meeting, Cracker Barrel President and Chief
Executive Officer Sandra B. Cochran said: "We are gratified by our
shareholders support, which was even stronger than last year. We believe that
today’s vote reflects our shareholders’ recognition of the tremendous progress
we have made, as we have exceeded our key financial and operational
objectives, added seven new directors in the last 18 months, and seen a
significant appreciation in the value of our shares since initiating new
strategic priorities in September of last year.
“We appreciate our shareholders’ consideration and understanding of the issues
at stake. We remain focused on further strengthening and growing the Cracker
Barrel brand and enhancing value for all shareholders. I look forward to
continuing a dialogue with all of our investors as we continue to execute our
IVS Associates, Inc., the independent inspector of election, will tabulate and
certify the election results, and final results will be announced when they
Preliminary results indicate that the following ten directors have been
elected: Richard J. Dobkin, James W. Bradford, William W. McCarten, Coleman H.
Peterson, Andrea M. Weiss, Martha M. Mitchell, Sandra B. Cochran, Tom Barr,
Glenn Davenport and Norm Johnson.
On Proposal 2, the rights plan, the preliminary results indicate that the plan
has been upheld, and will remain in effect. If these preliminary results hold,
the rights plan will remain effect following the receipt of certified results
from IVS Associates and expire on April 9, 2015.
On Proposal 3, the preliminary results indicate that the advisory proposal on
executive compensation received a majority of the shares voted.
On Proposal 4, preliminary results indicate that the majority of shareholders
have voted to ratify the Audit Committee's appointment of Deloitte & Touche
LLP as the Company's independent registered public accounting firm for the
fiscal year ending August 3, 2012.
Cracker Barrel said it would file with the SEC a Current Report on Form 8-K
with the certified results promptly after they become available.
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 621 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.
Lawrence E. Hyatt, 615-235-4432
Senior Vice President and Chief Financial Officer
MacKenzie Partners, Inc.
Mark Harnett, 212-929-5877
Julie K. Davis, 615-443-9266
Senior Director, Corporate Communications
Kekst and Company
Ruth Pachman, 212-521-4891
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