|Cracker Barrel: Biglari rejects offer to appoint two independent board members|
|Thursday, September 6, 2012|
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) Thursday confirmed it offered Sardar Biglari the opportunity to nominate two independent directors to its Board.
Company officials said they received notice from Biglari of his intent to nominate himself and Philip L. Cooley for election to the Company’s Board of Directors at the Company’s Annual Meeting set for Nov. 15. Biglari’s bid for a Board seat at last year’s Annual Meeting was rejected by shareholders by a margin of approximately 64 percent to 36 percent.
In a letter sent to Biglari earlier this week, company officials said “The Board has considered your request thoroughly and has concluded, due to concerns about potential conflicts of interest and legal issues given your roles with Steak ‘n Shake, as well as other issues, not to appoint you and Phil to the Board. However, in an effort to be constructive and avoid another proxy contest, the Board has authorized us to make the following settlement offer.”
The letter continued, “We would add to our Board of Directors two independent directors nominated by Biglari Holdings. The nominees would need to be unaffiliated with Biglari Holdings, not be executive officers or directors of any other restaurant company that competes with Cracker Barrel, and otherwise comply with Cracker Barrel’s stated qualification criteria for directors.”
Company officials said they are disappointed that Biglari has again refused to consider a settlement offer. They also offered him the opportunity to appoint two independent directors of his choice to the Board last year as well, an offer which Biglari also refused.
“We continue to focus on the execution of our winning strategy that we initiated a year ago for creating shareholder value,” said Sandra B. Cochran, Cracker Barrel’s president and chief executive officer. “Cracker Barrel has undertaken a major Board transition in the past year and a half as part of its ongoing efforts to maintain fresh perspectives and strong oversight of its business. These changes include appointing seven new directors, who have replaced six departing directors. The renewal of the Board complements the significant management changes we’ve made, with four senior executives in new roles since January 2011. The team is successfully executing our plan and maintaining a clear focus on our business strategies and key objectives.
“As previously reported, for the first nine months of the recently-completed fiscal year we increased comparable store restaurant and retail sales, and reported improved operating income and cash flow. We look forward to reporting our fourth quarter and full fiscal year 2012 results on September 19th,” Cochran concluded.