Today is Thursday, August 28, 2014

Three strikes and Biglari’s out – again

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According to a press release from Cracker Barrel Old Country Store Inc., activist investor Sardar Biglari appears to have struck out for the third year in a row to gain seats on the Board of Directors.

In the press release, Cracker Barrel officials state that “preliminary results indicate shareholders elected by an overwhelming margin all of the Company’s nominees to the Board of Directors” and that they “rejected by an overwhelming margin the non-binding, advisory proposal on a $20 per share special dividend.”

Both proposals garnered approximately 70 percent of the shares voted, including more than 90 percent of the shares voted by shareholders other than affiliates of Biglari Holdings.

Biglari, whose Biglari Holdings is the parent company of Steak ‘n Shake and Western Sizzlin restaurants, is the majority shareholder of Cracker Barrel (CBRL) stock at just under 20 percent.

Beginning in 2011, he has tried unsuccessfully to gain seats on the locally based restaurant and gift shop company for himself. Last year and this year, he attempted to gain seats for not only himself, but also for Phil Cooley, his second in command.

IVS Associates Inc., the independent inspector of elections, will tabulate and certify the election results, which will be announced once certified.

Cracker Barrel President and CEO Sandra B. Cochran said company leaders were “encouraged by our shareholders’ continued strong support of our Board of Directors and believe that today’s vote reflects their recognition of our continued progress.”

She noted that during Cracker Barrel’s 2013 fiscal year, the company “exceeded key financial and operational objectives, increased our quarterly dividend and saw significant value creation.”

Preliminary results indicate that the shareholders approved Jim Bradford and Richard Dobkin, the company’s nominees contested by Biglari, to the board.

They will join the following on the board, based on preliminary results: Thomas H. Barr, Cochran, Glenn A. Davenport, Norman E. Johnson, William W. McCarten, Coleman H. Peterson and Andrea M. Weiss.

Additionally, the preliminary results indicate that the other following proposals were approved:

 

  • The advisory proposal on executive compensation
  • The Audit Committee’s appointment of Deloitte & Touche LLP as the company’s independent, registered public account firm for the fiscal year ending Aug. 1, 2014
  • A shareholder proposal expressing support for certain animal welfare policies of the company

 

Cracker Barrel will file with the Securities and Exchange Commission a Current Report on Form 8-K with the certified results promptly after they become available, according to the press release.

 

To read more on the Cracker Barrel and Biglari struggle, go to these articles, “Cracker Barrel vs. Biglari – Round 3” and “Stumb offers an analysis of Biglari’s restructuring” at wilsonpost.com.

 

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Cracker Barrel Old Country Store Inc., Sandra Cochran, Sardar Biglari, shareholders
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