Cracker Barrel urges shareholders to vote for 10 recommended nominees

Cracker Barrel Old Country Store filed definitive proxy materials with the SEC in connection with the company’s upcoming Annual Meeting of Shareholders to be held on November 21, 2024. Shareholders of record as of September 27, 2024 will be entitled to vote at the meeting. In connection with the filing of the definitive proxy, the Cracker Barrel Board of Directors also mailed a letter to the company’s shareholders. The letter “underscores the actions taken by Cracker Barrel’s refreshed and strengthened Board and leadership team to develop a long-term strategic transformation plan to drive growth and create sustainable, long-term value for shareholders, as well as the significant risk of shareholder value destruction if Sardar Biglari and Milena Alberti-Perez were elected to the Board.” The Board urges shareholders to vote the white card “FOR ONLY” Cracker Barrel’s 10 recommended nominees. The letter says, in part: “Despite our long history with Mr. Biglari and in keeping with our track record of superior corporate governance, our Board interviewed all four of his initial independent nominees, carefully considering their qualifications and our needs. We then made multiple settlement offers to Mr. Biglari that included appointing two of his qualified original nominees to the Board so as to avoid the cost and distraction of another proxy contest. However, he rejected each of our settlement offers outright, and made it clear to us that his goal was to personally join the Board. We refused to agree to appoint Mr. Biglari to the Board, because we firmly believe this result would be destructive for shareholders… The Board did, however, conclude that one of Mr. Biglari’s nominees, Michael Goodwin, has the skills, experience, and knowledge about the retail, restaurant, and hospitality industries and about Cracker Barrel to make him an outstanding Cracker Barrel director. The Board concluded that Milena Alberti-Perez and Mr. Biglari did not. As evidence of how carefully and fairly we reviewed the candidates nominated by Mr. Biglari and how strongly we believe in our conclusions, one of our existing directors whom Mr. Biglari originally challenged, Tom Barr, has decided not to stand for reelection and we are taking the highly unusual step of recommending that he be replaced by Mr. Goodwin. But despite this, Mr. Biglari continues to push his unnecessary proxy contest.”