Declares Dividend of 75 cents per share
Amends Proxy Statement to Include Advisory Vote on Proposal by
Biglari Holdings Requesting Board Pay $20 per share Special Dividend
LEBANON, Tenn.--(BUSINESS WIRE)--
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the
"Company") (NASDAQ:CBRL) today announced that its Board of Directors has
declared a regular dividend to common shareholders of $0.75 per share,
payable on November 5, 2013, to shareholders of record on October 18,
2013. The Board also authorized a new share repurchase program for up to
$50 million of the Company's outstanding common stock. The share
repurchase authorization is effective immediately and replaces the prior
Cracker Barrel also filed with the Securities and Exchange Commission an
amended preliminary proxy statement for the Company's Annual Meeting of
Shareholders on November 13, 2013 which includes the addition of an
advisory vote on the publicly-announced proposal by affiliates of
Biglari Holdings, Inc. requesting that the Board declare and pay a $20
per share special dividend. The Board urges shareholders to vote against
the non-binding, advisory proposal.
On September 17, 2013, Cracker Barrel's Chairman of the Board, James
Bradford, received a letter from Biglari Capital Corp., urging the Board
to declare a $20 per share special dividend and announcing plans to
solicit shareholder requests to call a special meeting of shareholders
for a non-binding, advisory vote on the proposal, to which the Company
stated that it would respond in due course.
At yesterday's meeting, the Board determined to include the proposal
among the matters to be voted on at the Annual Meeting and avoid the
need for a costly and unnecessary special meeting of shareholders.
The Board believes the payment of a special cash dividend of $20 per
share is not in the best interests of the Company and its shareholders.
The Board urges shareholders to vote against the proposal for the
The Board is keenly focused on effective capital allocation that
delivers long-term value to our shareholders, including all
alternatives to return capital to all shareholders.
A $20 dividend, representing an aggregate dividend of over $475
million, would require a substantial increase in leverage and in the
Company's risk profile. Such leverage would reduce the Company's
flexibility to continue to invest in and grow the business in the face
of changes in market conditions and other contingencies in a way that
the Board believes maximizes long-term results and enhances total
returns to all shareholders.
The Company's policies have strongly supported the generation of
significant cash from its operating business, allowing the Company to
triple its annual dividend from an annualized rate of $1 per share in
November 2011 to $3 per share currently. This increase was achieved
while the Company maintained a prudent risk profile and allowed the
operating results to significantly enhance the growth in the stock
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 and any special meeting that may be
called by Cracker Barrel's shareholders. Cracker Barrel has filed a
preliminary proxy statement with the U.S. Securities and Exchange
Commission (the "SEC") in connection with the solicitation of proxies
from Cracker Barrel shareholders for the 2013 Annual Meeting, and may
file a proxy statement in connection with any such special meeting. When
completed, a definitive proxy statement and a form of proxy will be
mailed to Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT, THE
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD WITH
RESPECT TO THE 2013 ANNUAL MEETING, ANY PROXY STATEMENT OR OTHER
DOCUMENTS THAT MAY BE FILED IN CONNECTION WITH ANY SPECIAL MEETING, 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, is 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 set forth in the proxy statement and other
materials to be filed with the SEC in connection with Cracker Barrel's
2013 Annual Meeting. Shareholders will be able to 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 will also be available at no charge at the Investor Relations
section of our corporate website at www.crackerbarrel.com.
CBRL — F
Cracker Barrel Old Country Store, Inc.
E. Hyatt, 615-235-4432
Source: Cracker Barrel Old Country Store, Inc.
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