Cracker Barrel Sends Letter to Shareholders
Urges Shareholders to
Text of Letter from
Dear Cracker Barrel Shareholders,
At the Cracker Barrel Annual Meeting of Shareholders, to be held on
As announced last week, we are extremely pleased that
ADVISORY FIRMS SUPPORT COMPANY'S POSITION THAT BIGLARI AND COOLEY CONTINUE TO BE WRONG FIT FOR CRACKER BARREL BOARD OF DIRECTORS1
In recommending a vote FOR all of the Company's nominees, the proxy advisory firms said:
"Given the strong operating and financial performance under the reconstituted board, which have delivered shareholder returns significantly stronger than either its index or the median of direct peers, and the evidence the board continues to make prudent capital allocation decisions including the return of cash to shareholders, the dissidents have not made a compelling case that board change is necessary." — ISS
"[W]e continue to find limited -- if any -- utility in altering the composition of a recently reconstituted pool of incumbents that, based on available data, has managed a compelling turn-around and peer-leading shareholder returns." — Glass Lewis
"We continue to believe there is little benefit to be realized through the removal of any incumbent nominees or the election of any Dissident candidates." — Glass Lewis
"During the past three years, the Board's significant efforts to identify and review qualified candidates for Board membership resulted in the addition of six highly qualified independent directors who have brought valuable leadership, corporate governance and restaurant and food service industry experience to the Board." — Egan-Jones
ADVISORY FIRMS SUPPORT COMPANY'S POSITION THAT BIGLARI'S CALL FOR SPECIAL DIVIDEND NOT IN BEST INTEREST OF SHAREHOLDERS
In recommending a vote AGAINST the non-binding, advisory proposal on a
"A vote AGAINST [the special dividend] proposal is warranted because the dissidents have not offered a compelling argument that the board is making poor capital allocation decisions; the proposal would increase the company's financial leverage to nearly twice the peer median, increasing financial risk but reducing strategic flexibility; and the board has already demonstrated its willingness, particularly through the significant increase in the regular dividend over the past two years, to return capital to shareholders." — ISS
"We believe the Dissident's assertion that the board ought to use the buy-out funds to issue a special dividend misses the overarching impetus for, and the perceived benefits of, a cash out of Biglari, notwithstanding the roughly comparable amount of cash necessary to complete each." — Glass Lewis
"We believe that it would be imprudent of the Company at this time to pay the special dividend advocated by the Dissidents, thereby substantially increasing leverage and reducing the Company's financial flexibility to invest appropriately in its business in the future as market conditions may change." — Egan-Jones
CRACKER BARREL CONTINUED TO DELIVER SUPERIOR RESULTS IN FISCAL 2013
During the 2013 fiscal year, Cracker Barrel delivered total shareholder returns of approximately 65%, including a 60% increase in the Company's stock price and approximately 5% in quarterly dividends. The fourth quarter of fiscal 2013 represented the seventh consecutive quarter of year-over-year improvement in comparable store traffic, restaurant sales, and retail sales. We continue to execute on our strategic priorities and are focused on delivering superior returns for all of our shareholders.
VOTE THE WHITE PROXY CARD
I urge you to sign and return the enclosed WHITE proxy card to vote "FOR
ALL" nine of the Company's nominees to the Board and AGAINST the
advisory vote on the
On behalf of the entire Board, management team and employees of Cracker Barrel, I want to thank you again for your support.
Sincerely,
/s/
President and Chief Executive Officer
About
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. On
1 Permission to use quotes from the ISS report, the Glass Lewis report and the Egan-Jones report was neither solicited nor obtained.
CBRL-F
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