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Shareholders strike down Cracker Barrel sale

Staff Reports • Dec 17, 2015 at 6:22 PM

WASHINGTON – Cracker Barrel Old Country Store Inc. officials announced Wednesday, based on the estimates of its proxy solicitor, preliminary results from its special meeting of shareholders indicate shareholders overwhelmingly rejected both non-binding advisory proposals put forward by Biglari Capital Corp. and other affiliates of Biglari Holdings Inc.

The defeat marks the fourth consecutive proposal put forward by Biglari Capital a majority of shareholders soundly rejected.

Preliminary results indicate about 70 percent of the shares voted – including more than 92 percent of the shares voted by shareholders other than Biglari Capital – were cast against both proposals. The first proposal called for the board to immediately pursue all potential extraordinary transactions, including the sale of the company. The second called for the board to take any action necessary to amend the Tennessee Business Corporation Act to permit Biglari Capital to engage in an extraordinary transaction to buy the company.

"We are pleased that our shareholders once again demonstrated strong support for our management and voted overwhelmingly in favor of our current strategy,” said Cracker Barrel CEO Sandra B. Cochran following the meeting. “We remain focused on executing our announced strategy and believe that it is the best path forward for creating value for all of our shareholders."

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

Cracker Barrel will file with the Securities and Exchange Commission a current report with the certified results promptly after they become available.

Cracker Barrel Old Country Store Inc. was established in 1969 in Lebanon and operates 626 company-owned locations in 42 states. For more information, visit crackerbarrel.com.

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