Cracker Barrel Announces Board Changes; Unanimously Rejects Proposed Nominations of Biglari and Cooley

  Cracker Barrel Announces Board Changes; Unanimously Rejects Proposed
  Nominations of Biglari and Cooley

  *Cracker Barrel Announces that Martha M. Mitchell Will Retire From the
    Board Upon Completion of Current Term
  *Board Unanimously Rejects Proposed Nomination of Biglari and Cooley to
    Board of Directors

Business Wire

LEBANON, Tenn. -- August 26, 2013

Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company")
(Nasdaq:CBRL) today announced that the Board received notice from Martha M.
Mitchell that she will retire from the Cracker Barrel Board of Directors at
the end of her current term and will not stand for election at the 2013 Annual
Meeting. Ms. Mitchell has served on the Board since 1993. She currently serves
as Chair of the Board’s Public Responsibility Committee and as a member of the
Executive and Nominating and Corporate Governance Committees. “On behalf of
the entire Board and the Cracker Barrel family, I want to thank Ms. Mitchell
for her loyal commitment to the Board over these past 20 years. Her dedication
to serving our shareholders and to upholding the values of our Company has
been evident in her wise advice and counsel,” said James W. Bradford, Chairman
of the Board and Chairman of the Nominating and Corporate Governance Committee
of the Board. With Ms. Mitchell’s decision not to stand for re-election, the
Board has determined to reduce the number of directors to nine at the
Company’s upcoming Annual Meeting.

Separately, and at the recommendation of its Nominating and Corporate
Governance Committee, the Board also voted unanimously against including
Sardar Biglari and Philip Cooley on its slate of Director nominees for its
2013 Annual Shareholders Meeting. Misters Biglari and Cooley were nominated by
The Lion Fund II, L.P., an affiliate of Biglari Holdings Inc., for seats on
the Company's Board.

In reaching this decision, the Board and the Committee took into consideration
many factors, including the Company’s shareholders’ significant votes, two
years in a row, against the proposed candidates presented by Biglari Holdings
and its affiliates; the individuals’ backgrounds and qualifications;
uncertainty over Mr. Biglari's ultimate agenda; and continued business and
legal concerns over conflicts of interest. After once again thoroughly
reviewing the proposed nominations of Misters Biglari and Cooley, the
Nominating and Corporate Governance Committee determined that the election of
Mr. Biglari and Mr. Cooley is not in the best interests of the Company or its

In making its decision, the Board also noted the strong performance of the
Company under the leadership of its current management team, including:

  *Generating superior returns for shareholders – Cracker Barrel delivered
    approximately 65% in Total Shareholder Return in fiscal year 2013 and
    approximately 165% since the announcement of its six strategic priorities
    in September 2011;
  *Returning approximately $56 million in cash dividends to its shareholders
    during the past two fiscal years (through fiscal Q3 2013) and tripling the
    quarterly dividend since November 2011;
  *Returning approximately $18.5 million in cash through share repurchases
    during the past two fiscal years (through fiscal Q3 2013);
  *Six consecutive quarters of positive comparable store traffic, restaurant
    sales and retail sales, and outperforming the Knapp-Track^TM casual dining
    index; and
  *Ranking first in the Company’s category for Nation’s Restaurant News’
    consumer survey three years in a row.

“Despite being rejected by a significant margin of the vote of our
shareholders in each of the last two years, Mr. Biglari has again chosen to
re-fight the battle to elect himself and Mr. Cooley,” said Mr. Bradford. “We
believe that we have a strong, independent and highly capable Board with the
experience and breadth of skills necessary to oversee Cracker Barrel’s
business and promote our shareholders’ interests, and we have worked
effectively and collaboratively with the executive team to guide the Company
to its current success.”

About Cracker Barrel Old Country Store®

Cracker Barrel Old Country Store, Inc. provides a friendly home-away-from-home
in its 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.

Cracker Barrel Old Country Store, Inc. (Nasdaq:CBRL) was established in 1969
in Lebanon, Tenn. and operates 624 company-owned locations in 42 states. For
more information, visit

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 2013 Annual Meeting. Cracker Barrel intends to file a proxy statement
with the U.S. Securities and Exchange Commission (the “SEC”) in connection
with any such solicitation of proxies from Cracker Barrel shareholders.
CONTAIN IMPORTANT INFORMATION. Detailed information regarding the identity of
potential participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with Cracker Barrel’s 2013
Annual Meeting.Information regarding the direct and indirect beneficial
ownership of Cracker Barrel’s directors and executive officers in Cracker
Barrel securities is included in their SEC filings on Forms 3, 4 and 5, and
additional information can also be found in Cracker Barrel’s Annual Report on
Form 10-K for the year ended August 3, 2012, filed with the SEC on
September22, 2012 and its Quarterly Reports on Form 10-Q for the first three
quarters of the fiscal year ended August2, 2013 filed on November29,
2012,February26, 2013 and June 3, 2013, respectively. Shareholders will be
able to obtain any 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 Copies will also be available at
no charge at the Investor Relations section of our corporate website at



Cracker Barrel Old Country Store, Inc.
Lawrence E. Hyatt, 615-235-4432
Jeanne Ludington, 615-443-9115
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