Calls for Shareholders to Support Continued
Business Momentum by Electing All Of Its Nominees
Asks Shareholders to Follow ISS Recommendation
on Board Election
LEBANON, Tenn.--(BUSINESS WIRE)--
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the
"Company") (Nasdaq: CBRL) today called on shareholders to vote for all
of the Company's nominees next week at its annual meeting on December
20, 2011, to allow the Company to continue focusing on its new strategic
initiatives, which have been positively impacting financial performance
and enhancing shareholder value. The Company encouraged its shareholders
to follow ISS's recommendation on the Board nominees and vote the WHITE
proxy card.
"Our reconstituted Board and new management team are united in their
commitment to enhance shareholder value with our new marketing and
product strategy, improved operations, and focused cost reductions,"
said Sandra B. Cochran, president and chief executive officer. "While we
are encouraged by the solid and continued improvements the Company has
made since I took office and other management and Board-level changes
have taken effect, we will always be evaluating our performance and
looking for additional areas of improvement. We ask that you vote for
ALL of the Company's nominees at next week's annual meeting and NOT
place Sardar Biglari on the Board, and thereby enable your new
leadership team to continue executing its successful strategic
initiatives."
ISS and Egan-Jones have both recommended that shareholders vote in favor
of the Company's entire slate of nominees for the Board of Directors.
ISS summarized the matter well: "In aggregate, the company's key
performance trends, careful executive succession process, and current
board renewal efforts strongly suggest that the dissident's arguments
are poorly-founded, and that there is not a compelling need for
shareholders to effect board change at this time. Shareholders should
vote FOR the management slate of nominees on the WHITE card."1
The Company added that it believes that Mr. Biglari's presence on the
Board would jeopardize Cracker Barrel's progress, and ultimately destroy
shareholder value. The Company believes that Mr. Biglari has a conflict
of interest, a questionable agenda, a track record of taking control of
a company without paying a change-of-control premium, and poor corporate
governance at his own company, Biglari Holdings.
Cracker Barrel is also asking shareholders to vote in favor of its
shareholder-friendly rights plan. The Company said that it believes
approval of the rights plan is critical in preventing Mr. Biglari from
seeking to take control of Cracker Barrel without paying a
change-of-control premium to all other shareholders, as he has in the
past. It noted that in response to concerns from some of its large
shareholders, the Company has amended the rights plan so that passive
institutional shareholders are now permitted to own up to 20% of the
Company's shares without triggering the rights plan.
"Our Company is at a critical juncture," Ms. Cochran added. "Our
strategic initiatives are generating measurably improved results and
enhancing shareholder value, but we believe the momentum we are
generating depends upon our retaining the cohesion of our newly
revitalized Board and management team. We ask that our shareholders join
with us in working to preserve and build upon these improvements to our
Company's operational and financial performance by voting FOR ALL of the
Company's nominees, and to help us protect the value of all
shareholders' investments by voting FOR the amended rights plan."
Cracker Barrel urges shareholders to vote the WHITE card they have
received from the Company and to vote "FOR ALL" eleven of the Company's
nominees to its Board of Directors. In order to insure that their vote
is received in time, shareholders are urged to vote by telephone or
Internet by following the instructions on the Company's WHITE card.
Cracker Barrel urges shareholders NOT to sign any gold proxy card sent
to them by Sardar Biglari. Even a withhold vote for Biglari on a gold
proxy card will cancel any previous proxy submitted by shareholders that
voted "FOR ALL" the Company's nominees.
If shareholders have any questions or require assistance with voting
their WHITE proxy card, they can contact MacKenzie Partners, Inc.,
toll-free, at (800) 322-2885.
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 608 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.
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 2011 Annual Meeting. On November 8, 2011, Cracker
Barrel filed a definitive proxy statement (as it may be amended, the
"Proxy Statement") with the U.S. Securities and Exchange Commission (the
"SEC") in connection with any such solicitation of proxies from Cracker
Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, is set
forth in the Proxy Statement, including Annex A thereto. Shareholders
can 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 at the Investor Relations
section of our corporate website at www.crackerbarrel.com.
1 Permission to use quotes from the ISS report was neither
sought nor obtained.
CBRL-F
Investor Contact:
Cracker Barrel Old Country Store, Inc.
Lawrence
E. Hyatt, 615-235-4432
Senior Vice President and Chief Financial
Officer
or
MacKenzie Partners, Inc.
Mark Harnett,
212-929-5877
or
Media Contact:
Cracker Barrel Old
Country Store, Inc.
Julie K. Davis, 615-443-9266
Senior
Director, Corporate Communications
or
Kekst and Company
Ruth
Pachman, 212-521-4891
Source: Cracker Barrel Old Country Store, Inc.
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