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Firms advise against Cracker Barrel sale

Jared Felkins jfelkins@lebanondemocrat.com • Dec 17, 2015 at 6:20 PM

Cracker Barrel Old Country Store Inc. officials said Monday three advisory firms recommended the company’s shareholders vote against Biglari Capital’s proposal to sell the company. 

Institutional Shareholder Services, Glass, Lewis & Co. and Egan-Jones Proxy Services unanimously recommended Cracker Barrel shareholders vote against the non-binding advisory proposals publicly made by Biglari Capital Corp. and its affiliates requesting Cracker Barrel’s board of directors to immediately pursue all potential extraordinary transactions, including the sale of the company and take any action necessary to amend the Tennessee Business Corporation Act to permit Biglari Capital to engage in an extraordinary transaction with the company. 

ISS, Glass Lewis and Egan-Jones are leading proxy voting advisory services whose recommendations are considered by major institutional investment firms, mutual funds and other fiduciaries throughout the country.

In recommending shareholders vote against the non-binding advisory proposals, all three advisory firms supported Cracker Barrel’s current strategy and agreed seeking an immediate sale of the company is not in the best interests of its shareholders in light of current market conditions and the company’s sustained performance.

“We are extremely pleased that ISS, Glass Lewis and Egan-Jones continue to support our current strategy and agree with our recommendation that our shareholders vote against both of the proposals,” said Sandra B. Cochran, Cracker Barrel’s president and chief executive officer. “We continue to believe that execution of the current operational and strategic plan remains the best means for creating long-term value for all of our shareholders.”

Cracker Barrel will have a special shareholders meeting April 23 in Washington, D.C., where a vote will be held on whether to sell the company. Sardar Biglari, the company’s largest shareholder with nearly 20 percent of Cracker Barrel stock, requested the special meeting and vote. 

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