Top Proxy Advisors Overwhelmingly Support Cracker Barrel Old Country Store's Current Strategy; Recommend Shareholders Reject

  Top Proxy Advisors Overwhelmingly Support Cracker Barrel Old Country Store's
  Current Strategy; Recommend Shareholders Reject Biglari’s Proposals

        Recommend Shareholders Vote WHITE Proxy Card AGAINST Proposals

    “We believe there is considerable cause to doubt the intentions of the
                           Dissident” – Glass Lewis

Business Wire

LEBANON, Tenn. -- April 14, 2014

Cracker Barrel Old Country Store, Inc.("Cracker Barrel" or the
"Company")(Nasdaq:CBRL) today announced that Institutional Shareholder
Services("ISS"), Glass, Lewis & Co. ("Glass Lewis") and Egan-Jones Proxy
Services ("Egan-Jones") have unanimously recommended that Cracker Barrel
shareholders vote AGAINST the non-binding advisory proposals publicly made by
Biglari Capital Corp. and its affiliates (“Biglari Capital”) requesting
Cracker Barrel’s Board to (1) immediately pursue all potential extraordinary
transactions, including the sale of the Company, and (2) take any action
necessary to amend the Tennessee Business Corporation Act to permit Biglari
Capital to engage in an extraordinary transaction with the Company. ISS, Glass
Lewis and Egan-Jones are leading proxy voting advisory services whose
recommendations are considered by major institutional investment firms, mutual
funds and other fiduciaries throughout the country.

In recommending shareholders vote AGAINST the non-binding advisory proposals,
all three advisory firms voiced their support for Cracker Barrel’s current
strategy and agreed that seeking an immediate sale of the Company is not in
the best interests of the Company's shareholders in light of current market
conditions and the Company's sustained strong performance.

Commenting on the endorsement for the current strategy, Sandra B. Cochran,
Cracker Barrel's President and Chief Executive Officer, stated: “We are
extremely pleased that ISS, Glass Lewis and Egan-Jones continue to support our
current strategy and agree with our recommendation that our shareholders vote
AGAINST both of the proposals. We continue to believe that execution of the
current operational and strategic plan remains the best means for creating
long-term value for all of our shareholders.”

Key excerpts from the ISS report:^1

“The board appears to be acting as appropriate stewards of shareholder value
and shareholder capital.”

“The board has also been prudent in its use of cash, which is evidenced in
measures of return over the period, without being unwilling to return excess
capital to shareholders as the opportunities arose.”

“[T]he lack of any known overtures from other potential bidders, coupled with
the compelling share price performance under the current board and management
team, speaks volumes about the board's ability to extract shareholder value
from its own strategic plan.”

“Support for this proposal (Proposal 1, which called for the Board to
immediately pursue all potential extraordinary transactions, including the
sale of the Company), therefore, is not warranted given the firm's relatively
strong performance and because the board appears to be exercising prudent
stewardship of capital.”

“Shareholder support for this proposal (Proposal 2, which called for the Board
to take any action necessary to amend the Tennessee Business Corporation Act
to permit Biglari Capital to engage in an extraordinary transaction with the
Company) is therefore not warranted since it would create an unreasonably
broad mandate to change provisions of state law which are outside of the
board’s control.”

Key excerpts from the Glass Lewis report:

“Based on our review of the disclosed materials, we find no meaningful footing
for the Dissident's current solicitation. In the simplest terms, the submitted
resolutions are unnecessarily prescriptive, impractical and counterproductive,
in each case seeking to preempt the judgement of a board that has consistently
maintained -- indeed, expanded -- support from Cracker Barrel's independent
investor base every year since implementation of the current strategic plan.”

“Perhaps more importantly, we believe there is considerable cause to doubt the
intentions of the Dissident, an entity which has continued to submit very
fluid arguments, flatly ignore resounding defeats and harshly lament Cracker
Barrel's performance and strategy despite the fact that the Company has
generated twice as much value for shareholders as Biglari has been able to
generate for its own investors.”

“Given the Company's unmatched success since September 2011, management's
stated willingness to openly engage with strategic parties and the
questionable nature of Biglari's arguments -- in both its current and
historical solicitation materials -- we believe shareholders should reject
these proposals. Accordingly, we recommend shareholders vote AGAINST this
proposal.”

Key excerpts from the Egan-Jones report:

“We believe that support for voting the management ballot is merited and that
voting the management ballot (WHITE PROXY CARD) AGAINST the two proposals made
by the dissidents is in the best interests of the Company and its
shareholders.”

“In light of current market conditions and the Company’s sustained strong
performance, we believe that the approval of the dissidents’ proposal is
unnecessary and not in the best interests of Cracker Barrel Old Country Store,
Inc.”

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 626 company-owned locations in 42 states. For
more information, visit crackerbarrel.com.

CBRL-F

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 the special
meeting of Cracker Barrel's shareholders to be held on April 23, 2014. On
March 21, 2014, Cracker Barrel filed a definitive proxy statement (the "Proxy
Statement") with the U.S. Securities and Exchange Commission (the "SEC") in
connection with the solicitation of proxies from Cracker Barrel shareholders.
INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE 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. Shareholders may 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 are also available at no charge at the Investor Relations
section of our corporate website at www.crackerbarrel.com.

^1Permission to use quotes from the ISS report, the Glass Lewis report and
the Egan-Jones report was neither sought nor obtained.

Contact:

Cracker Barrel Old Country Store, Inc.
Investors:
Lawrence E. Hyatt, 615-235-4432
or
Media:
Andy Merrill, 212-886-9304
 
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