Cracker Barrel Issues Statement on Call for Special Meeting
LEBANON, Tenn. -- January 21, 2014
Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”)
(Nasdaq:CBRL) today issued the following statement in response to the filing
by Sardar Biglari, Biglari Capital Corp. and affiliates seeking to call a
special meeting of the Company's shareholders:
Sardar Biglari has run proxy contests to elect himself to Cracker Barrel’s
Board of Directors at each of the Company's last three annual meetings. He
lost all three, by wide and increasing margins. Shortly before the last annual
meeting, Mr. Biglari, having missed the Company's deadline for submitting
shareholder proposals, threatened to call a special meeting of shareholders
right after the annual meeting to vote on a proposal calling on the Company to
pay a $20 per share special dividend. To avoid the cost and distraction of a
special meeting right after the annual meeting, the Company voluntarily put
Mr. Biglari's proposal on the annual meeting ballot. The proposal also lost by
a wide margin.
Apparently not satisfied with these losses, a month after the annual meeting
Mr. Biglari announced his intent to call a special meeting to vote on yet
another proposal, this time calling on the Company to “pursue all potential
extraordinary transactions, including the sale of the Company.” This special
meeting would impose the same kind of cost and distraction that the Company
sought to avoid when it voluntarily put Mr. Biglari's special dividend
proposal on the annual meeting ballot. It is hard to avoid the conclusion that
Mr. Biglari is now just engaged in harassment of the Company.
The Company recognizes that Mr. Biglari will likely be able to meet the 20%
threshold required to call a special meeting as a result of the fact that he
controls the vote of 19.9% of the Company's common stock. Accordingly, Cracker
Barrel’s Board has determined to call a special meeting voluntarily to avoid
the added cost and distraction of Mr. Biglari's solicitation of the Company’s
shareholders for the call of a special meeting. The special meeting will be
held on April 23, 2014.
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
inLebanon, Tenn.and operates 625 company-owned locations in 42 states. For
more information, visitcrackerbarrel.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 a proposed
special meeting of Cracker Barrel’s shareholders. 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. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY
SUCH PROXY STATEMENT AND ACCOMPANYING WHITE 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, can be found in Cracker Barrel’s Definitive
Proxy Statement on Schedule 14A for Cracker Barrel’s 2013 Annual Meeting,
filed with the SEC on October 2, 2013, and will be set forth in the proxy
statement and other materials to be filed with the SEC in connection with the
proposed special 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 2, 2013, filed with the SEC on
September 26, 2013, and its Quarterly Report on Form 10-Q for the first
quarter of the fiscal year ending August 1, 2014, filed on November 26, 2013.
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 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, 615-235-4432
Andy Merrill, 212-886-9304
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