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Cracker Barrel stockholders block Biglari bid

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From Post staff reports
LEBANON -- Cracker Barrel Old Country Store, Inc. announced Tuesday that preliminary results from the Companys annual meeting, also held on Tuesday, indicate Sardar Biglari was not elected to the Board of Directors and that all of the Companys nominees were elected by a significant margin.

In recent months, Biglari, chief executive officer of Texas-based Biglari Holdings and CEO of Steak n Shake, has been vying for a seat on the board. He reportedly has a 9 percent stake in Cracker Barrel.

Over the past several weeks, we have talked with many shareholders about our new leadership, our new initiatives, and our growing momentum. Our reconstituted Board and new management team are united in their resolve to continue driving operational changes that are positively impacting our financial performance and enhancing shareholder value, Sandra B. Cochran, Cracker Barrel president and CEO, said in comments after the annual meeting.

This past week, Cracker Barrel sent a letter to shareholders asking them to support all of the Companys nominees for the board and to not support Biglari in his attempt to be elected to the board.

According to the companys proxy solicitor, preliminary results indicate that the following 11 directors have been elected: James W. Bradford; Cochran; Robert V. Dale; Robert J. Dobkin; Charles E. Jones Jr.; B.F. Jack Lowery; William W. McCarten; Martha M. Mitchell; Coleman H. Peterson; Andrea M. Weiss and Michael A. Woodhouse.

IVS Associates, Inc., the independent inspector of the election, will tabulate and certify the results, and final election results will be announced when they are certified complete.

We appreciate the time our shareholders have taken to consider the issues raised over the past several weeks. I have welcomed the opportunity to meet with many of them, hear their concerns, and discuss Cracker Barrels future. We will continue to evaluate our performance and look for additional areas of improvement, Cochran said.

Biglari reportedly left the meeting immediately after the election results were announced without making any comments. He has reportedly applied for regulatory permission to buy up to 49.9 percent of Cracker Barrels stock, which is similar to the strategy he employed in taking over Steak n Shakes business.

I also look forward to continuing a dialogue with all investors in the months to come, as we recognize the importance of maintaining an open line of communication with our shareholders, Cochran said.

Shareholders also voted against the rights plan, which was instituted in September to protect against Biglaris attempt to gain control of the company.

On Proposal 2, the rights plan, the preliminary results indicate that the plan did not receive enough votes to pass. If these preliminary results hold, the rights plan will cease to be in effect following the receipt of certified results from IVS Associates.

On Proposal 3, the preliminary results indicate that the advisory proposal on executive compensation received a majority of the shares voted.

On Proposal 4, the preliminary results indicate that one year was selected by the highest number of shares voted as the frequency of future votes on executive compensation.
On Proposal 5, the preliminary results indicate that a majority of the Companys shareholders have voted to approve the Agreement and Plan of Merger affecting an internal restructuring of the Company through a merger of the Company with and into its wholly owned subsidiary, CBOCS, Inc.

On Proposal 6, preliminary results indicate that the majority of shareholders have voted to ratify the Audit Committees appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending Aug. 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.

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