Preliminary Results Indicate All Company Nominees Overwhelmingly Elected to
Cracker Barrel Board
Approximately 70% of Shares Voted Cast for Company Slate, Including More Than
90% of Shares Voted By Shareholders Other Than Affiliates of Biglari Holdings
Advisory Proposal for a $20 per Share Special Dividend Rejected By an
LEBANON, Tenn. -- November 13, 2013
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company")
(Nasdaq:CBRL) announced today the preliminary results, provided by the
Company’s proxy solicitor, of its Annual Meeting of Shareholders. The
preliminary results indicate shareholders:
*elected by an overwhelming margin all of the Company's nominees to the
Board of Directors, once again rejecting both Sardar Biglari and Phil
Cooley as directors; and
*rejected by an overwhelming margin the non-binding, advisory proposal on a
$20 per share special dividend, which was publicly proposed by affiliates
of Biglari Holdings.
Preliminary results indicate that approximately 70% of the shares voted were
cast in favor of Jim Bradford and Richard Dobkin, the Company’s nominees
contested by Biglari, including more than 90% of the shares voted by
shareholders other than affiliates of Biglari Holdings. In addition, the
advisory vote regarding a proposal publicly made by affiliates of Biglari
Holdings requesting that the Board declare a special cash dividend of $20 per
share was rejected by approximately 70% of the shares voted, including more
than 90% of shares voted by shareholders other than affiliates of Biglari
In comments today after the Annual Meeting, Cracker Barrel President and Chief
Executive Officer Sandra B. Cochran said: “We are encouraged by our
shareholders’ continued strong support of our Board of Directors and believe
that today’s vote reflects their recognition of our continued progress. During
the 2013 fiscal year, we exceeded key financial and operational objectives,
increased our quarterly dividend and saw significant value creation.”
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 nine directors have been
elected: Thomas H. Barr, James W. Bradford, Sandra B. Cochran, Glenn A.
Davenport, Richard J. Dobkin, Norman E. Johnson, William W. McCarten, Coleman
H. Peterson, and Andrea M. Weiss.
On Proposal 2, preliminary results indicate that the advisory proposal on
executive compensation was approved by a majority of the shares voted.
On Proposal 3, preliminary results indicate that the Audit Committee's
appointment of Deloitte & Touche LLP as the Company's independent registered
public accounting firm for the fiscal year ending August 1, 2014 was ratified
by a majority of shares voted.
On Proposal 4, preliminary results indicate that the majority of shareholders
have voted in favor of a shareholder proposal expressing support for certain
animal welfare policies of the Company.
On Proposal 5, preliminary results indicate that the non-binding, advisory
proposal on a $20 per share special dividend, which was publicly proposed by
affiliates of Biglari Holdings, was rejected by a majority of shares voted.
Cracker Barrel will file with the Securities and Exchange Commission a Current
Report on Form 8-K with the certified results promptly after they become
AboutCracker 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
inLebanon, Tenn.and operates 625 company-owned locations in 42 states. For
more information, visitcrackerbarrel.com.
For Cracker Barrel Old Country Store, Inc.
Lawrence E. Hyatt, 615-235-4432
Andy Merrill, 212-886-9304
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