Cracker Barrel defeats Biglari again

Cracker Barrel Old Country Store Inc. officials said Wednesday efforts to fend off Sardar Biglari’s vie for two seats on the company’s board of directors and proposed special dividend were successful.
Nov 13, 2013
Sardar Biglari
Sandra Cochran

Cracker Barrel Old Country Store Inc. officials said Wednesday efforts to fend off Sardar Biglari’s vie for two seats on the company’s board of directors and proposed special dividend were successful.

Results from a vote taken at Cracker Barrel’s annual shareholders meeting indicate all of the Lebanon-based company’s nominees were elected to the board and rejected Biglari’s advisory proposal on a $20 per share special dividend by an overwhelming majority.

In addition, Biglari and Philip Cooley, backed by Biglari Holdings, were not elected to the board by shareholders.

Preliminary results indicate about 70 percent of the shares voted were cast in favor of Jim Bradford and Richard Dobkin, the company's nominees contested by Biglari, including more than 90 percent of the shares voted by shareholders other than affiliates of Biglari Holdings.

In addition, the advisory vote regarding a proposal publicly made by affiliates of Biglari Holdings requesting the board declare a special cash dividend of $20 per share was rejected by 70 percent of the shares voted, including more than 90 percent of shares voted by shareholders other than affiliates of Biglari Holdings.

"We are encouraged by our shareholders' continued strong support of our board of directors and believe that [Wednesday’s] vote reflects their recognition of our continued progress,” said Sandra Cochran, Cracker Barrel chief executive officer. “During the 2013 fiscal year, we exceeded key financial and operational objectives, increased our quarterly dividend and saw significant value creation."

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

Preliminary results indicate Thomas H. Barr, James W. Bradford, Sandra B. Cochran, Glenn A. Davenport, Richard J. Dobkin, Norman E. Johnson, William W. McCarten, Coleman H. Peterson and Andrea M. Weiss were elected to the board of directors.

Preliminary results indicate the advisory proposal on executive compensation was approved by a majority of the shares voted.

Preliminary results indicate the audit committee's appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending Aug. 1, 2014 was ratified by a majority of shares voted.

Preliminary results indicate the majority of shareholders voted in favor of a shareholder proposal expressing support for certain animal welfare policies of the company.

Preliminary results indicate the non-binding, advisory proposal on a $20 per share special dividend, which was publicly proposed by affiliates of Biglari Holdings, was rejected by a majority of shares voted.

Cracker Barrel officials said the company will file with the Securities and Exchange Commission a current report with the certified results as soon as they become available.

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