Preliminary Results Indicate Cracker Barrel Shareholders Overwhelmingly
Reject Biglari’s Proposals at Special Meeting
Shareholders Continue to Support Ongoing Strategy as Best Path Forward
LEBANON, Tenn. -- April 23, 2014
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company")
(Nasdaq:CBRL) announced today that, based on the estimates of its proxy
solicitor, preliminary results from its Special Meeting of Shareholders
indicate that shareholders overwhelmingly rejected both non-binding advisory
proposals put forward by Biglari Capital Corp. and other affiliates of Biglari
Holdings Inc. (NYSE: BH) (“Biglari Capital”). This defeat marks the fourth
consecutive contest that proposals put forward by Biglari Capital have been
soundly rejected by a majority of shareholders.
Preliminary results indicate that approximately 70% of the shares voted –
including more than 92% of the shares voted by shareholders other than Biglari
Capital – were cast against both proposals. Proposal 1 called for the Board to
immediately pursue all potential extraordinary transactions, including the
sale of the Company; while Proposal 2 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.
In comments today after the Special Meeting, Cracker Barrel President and
Chief Executive Officer Sandra B. Cochran said: "We are pleased that our
shareholders once again demonstrated strong support for our management and
voted overwhelmingly in favor of our current strategy. We remain focused on
executing our announced strategy and believe that it is the best path forward
for creating value for all of our shareholders.”
IVS Associates, Inc., the independent inspector of election, will tabulate and
certify the election results, and final results will be announced when they
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
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.
Cracker Barrel Old Country Store, Inc.
Lawrence E. Hyatt, 615-235-4432
Andy Merrill, 212-886-9304
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