LEBANON,
Tenn., Aug. 19, 2024 /PRNewswire/ --
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) today
confirmed that The Lion Fund II, L.P., an affiliate of Biglari
Holdings Inc., both of which are controlled by Sardar Biglari, has announced its intent to
nominate five candidates to stand for election to the Company's
Board of Directors at the Company's 2024 Annual Meeting of
Shareholders.
This marks the sixth time Biglari has nominated candidates
for Board seats, the fourth time nominating himself, and the
seventh proxy contest overall that Biglari has launched in the last
13 years. Each time, our shareholders have rejected Biglari's
nominees and positions by significant and increasing margins.
The Cracker Barrel Board is composed of ten highly qualified
directors, nine of whom are independent, and six of whom have been
appointed in the last four years. In addition to the Board's
demonstrated track record of leadership refreshment, Cracker Barrel
remains committed to its publicly announced strategic
transformation plans to increase brand relevancy, consistently
deliver food and an experience guests love, and grow long-term
sales and profitability. This plan is being led by our newly
appointed CEO, Julie Masino, and has
the full support of all of our independent directors, including the
director whom the Board appointed as part of a 2022 settlement
agreement with Biglari.
Although Cracker Barrel is disappointed that Biglari has
chosen to launch another distracting and costly proxy contest, the
Company's Nominating and Corporate Governance Committee will
thoughtfully consider Biglari's nominations in keeping with its
practices of good governance. The Board will present its
formal recommendations to shareholders in due course.
Important Additional Information and Where to Find
It
Cracker Barrel intends to file a preliminary and
definitive proxy statement (the "Proxy Statement") and accompanying
WHITE proxy card in connection with the solicitation of proxies for
the 2024 annual meeting of Cracker Barrel shareholders (the "Annual
Meeting"). INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD AND
OTHER DOCUMENTS FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders may 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 in the Investors section of Cracker Barrel's
corporate website at www.crackerbarrel.com.
Participants in the Solicitation
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 Annual Meeting. Information regarding the
names of Cracker Barrel's directors and executive officers and
certain other individuals and their respective interests in Cracker
Barrel by security holdings or otherwise is set forth in the Annual
Report on Form 10-K of Cracker Barrel for the fiscal year ended
July 28, 2023, and Cracker Barrel's
definitive proxy statement for the 2023 annual meeting of Cracker
Barrel shareholders, filed with the SEC on October 6, 2023 (the "2023 Proxy
Statement"). Please refer to the sections captioned "Executive
Compensation," "Stock Ownership of Certain Beneficial Owners and
Management" and "Board of Directors and Committees-Compensation of
Directors" in the 2023 Proxy Statement. To the extent holdings of
such participants in Cracker Barrel's securities have changed since
the amounts described in the 2023 Proxy Statement, such changes
have been reflected on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with
the SEC: Form 4, filed by Thomas H.
Barr, with the filings of Cracker Barrel on November 20, 2023; Form 4s, filed by Carl T. Berquist, with the filings of Cracker
Barrel on November 20, 2023 and
on July 9, 2024; Form 4, filed by
Jody L. Bilney, with the filings of
Cracker Barrel on November 20, 2023;
Form 4, filed by Meg Crofton, with
the filings of Cracker Barrel on November
20, 2023; Form 4, filed by Gilbert
Raymond Davila, with the filings of Cracker Barrel
on November 20, 2023; Form 4,
filed by William W. Moreton, with
the filings of Cracker Barrel on November
20, 2023; Form 4, filed by Gisel
Ruiz, with the filings of Cracker Barrel
on November 20, 2023; Form 4,
filed by Darryl L. Wade, with the
filings of Cracker Barrel on November 20,
2023; Form 3 and Form 4, filed by John W. Garratt, with the filings of Cracker
Barrel on December 20, 2023; Form 4,
filed by Bruce Hoffmeister, with the
filings of Cracker Barrel on January 3,
2024; Form 4, filed by Jim Mark
Spurgin, with the filings of Cracker Barrel on January 18, 2024; Form 3, filed by Brian T. Vaclavik, with the filings of Cracker
Barrel on February 23, 2024; Form 3,
filed by Edwards Christopher Bryant, with the filings of Cracker
Barrel on June 13, 2024; Form
3 and Form 4, filed by Cheryl Janet
Henry, with the filings of Cracker Barrel on June 20, 2024; Form 3, filed by Sarah O. Moore, with the filings of Cracker
Barrel on July 23, 2024; and Form 4,
filed by Julie D. Masino, with the
filings of Cracker Barrel on August 8,
2024. Details regarding the nominees of Cracker Barrel's
Board of Directors for election at the Annual Meeting will be
included in the Proxy Statement when it becomes available.
About Cracker Barrel Old Country
Store®
Cracker Barrel Old Country Store,
Inc. (Nasdaq: CBRL) is on a mission to bring craveable, delicious
homestyle food and unique retail products to all guests while
serving up memorable, distinctive experiences that make everyone
feel welcome. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its
affiliates operate approximately 660 company-owned Cracker Barrel
Old Country Store® locations in 44 states and own the fast-casual
Maple Street Biscuit Company. For more information about the
company, visit www.crackerbarrel.com.
CBRL-F
Investor
Contact:
|
Adam Hanan
|
|
(615)
443-9887
|
Media
Contact:
|
Heidi Pearce
|
|
(615)
235-4135
|
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SOURCE Cracker Barrel Old Country Store, Inc.