Over 70% of Voting Shares Were Cast for Company Slate, Including
Almost 90% of Shares Voted By Shareholders Other Than Biglari Holdings
Shareholder Rights Plan Approved
LEBANON, Tenn.--(BUSINESS WIRE)--
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the
"Company") (Nasdaq: CBRL) announced today that preliminary results
provided by the Company's proxy solicitor indicate that shareholders
have elected, by an overwhelming margin, all of the Company's nominees
to the Board of Directors at the Company's annual meeting and have
rejected both Sardar Biglari and Phil Cooley as directors.
Cracker Barrel shareholders also voted by a significant margin to uphold
the Company's shareholder rights plan.
Preliminary results indicate that over 70% of the shares voting were
cast in favor of the Company's nominees, including almost 90% of the
shares voted by shareholders other than Biglari Holdings, which
nominated the two candidates to the Board. The shareholder rights plan
received the support of over 65% of the shares voting, including over
80% of the shares voted by shareholders other than Biglari Holdings.
In comments today after the annual meeting, Cracker Barrel President and
Chief Executive Officer Sandra B. Cochran said: "We are gratified by our
shareholders support, which was even stronger than last year. We believe
that today's vote reflects our shareholders' recognition of the
tremendous progress we have made, as we have exceeded our key financial
and operational objectives, added seven new directors in the last 18
months, and seen a significant appreciation in the value of our shares
since initiating new strategic priorities in September of last year.
"We appreciate our shareholders' consideration and understanding of the
issues at stake. We remain focused on further strengthening and growing
the Cracker Barrel brand and enhancing value for all shareholders. I
look forward to continuing a dialogue with all of our investors as we
continue to execute our plan."
IVS Associates, Inc., the independent inspector of election, will
tabulate and certify the election results, and final results will be
announced when they are certified.
Preliminary results indicate that the following ten directors have been
elected: Richard J. Dobkin, James W. Bradford, William W. McCarten,
Coleman H. Peterson, Andrea M. Weiss, Martha M. Mitchell, Sandra B.
Cochran, Tom Barr, Glenn Davenport and Norm Johnson.
On Proposal 2, the rights plan, the preliminary results indicate that
the plan has been upheld, and will remain in effect. If these
preliminary results hold, the rights plan will remain effect following
the receipt of certified results from IVS Associates and expire on April
On Proposal 3, the preliminary results indicate that the advisory
proposal on executive compensation received a majority of the shares
On Proposal 4, preliminary results indicate that the majority of
shareholders have voted to ratify the Audit Committee's appointment of
Deloitte & Touche LLP as the Company's independent registered public
accounting firm for the fiscal year ending August 3, 2012.
Cracker Barrel said it would file with the SEC a Current Report on Form
8-K with the certified results promptly after they become available.
About Cracker Barrel
Cracker Barrel Old Country Store restaurants provide a friendly
home-away-from-home in their 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. The
restaurant serves up delicious, home-style country food such as meatloaf
and homemade chicken n' dumplins as well as its signature biscuits using
an old family recipe. The authentic old country retail store is fun to
shop and offers unique gifts and self-indulgences.
Headquartered in Lebanon, Tennessee, Cracker Barrel Old Country Store,
Inc. (Nasdaq: CBRL) was established in 1969 and operates 621
company-owned locations in 42 states. Every Cracker Barrel unit is open
seven days a week with hours Sunday through Thursday, 6 a.m. — 10 p.m.,
and Friday and Saturday, 6 a.m. - 11 p.m. For more information, visit: crackerbarrel.com.
Lawrence E. Hyatt, 615-235-4432
President and Chief Financial Officer
Mark Harnett, 212-929-5877
K. Davis, 615-443-9266
Senior Director, Corporate Communications
Ruth Pachman, 212-521-4891
Source: Cracker Barrel Old Country Store, Inc.
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