Recommend Shareholders Vote WHITE Proxy Card AGAINST Proposals
"We believe there is considerable cause to doubt the intentions of the Dissident" - Glass Lewis
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
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
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
About Cracker Barrel Old Country Store®
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
1 Permission to use quotes from the ISS report, the Glass Lewis report and the Egan-Jones report was neither sought nor obtained.
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