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
LEBANON, Tenn.--(BUSINESS WIRE)--
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 shareholders.
In making its decision, the Board also noted the strong performance of
the Company under the leadership of its current management team,
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-TrackTM
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 crackerbarrel.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
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. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED
TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING 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, 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 September 22, 2012 and its Quarterly Reports on Form 10-Q for
the first three quarters of the fiscal year ended August 2, 2013 filed
on November 29, 2012, February 26, 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 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.
E. Hyatt, 615-235-4432
Source: Cracker Barrel Old Country Store, Inc.
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