CRACKER BARREL AND BIGLARI ANNOUNCE APPOINTMENT OF BIGLARI NOMINEE AND COOPERATION AGREEMENT

Rhea-AI Summary

Cracker Barrel (Nasdaq: CBRL) announced the appointment of Jody L. Bilney to its Board of Directors following a Nomination and Cooperation Agreement with Biglari Capital Corp. As part of the Agreement, the Board will expand to eleven directors. Bilney brings extensive experience, having served in senior roles at companies like Humana and Verizon. The Agreement includes provisions for reimbursement of up to $500,000 for Biglari's expenses and outlines standstill obligations until February 29, 2024. Shareholder approval for Bilney's appointment will be sought in upcoming annual meetings.

Positive

• Jody L. Bilney's extensive board experience may bring valuable insights to Cracker Barrel.
• The expansion of the Board could enhance governance and decision-making.

Negative

• The reliance on Biglari Capital might raise concerns over influence on company direction.
• Potential for continuity issues due to the introduction of a new board member.

Jody L. Bilney Joins Cracker Barrel Board of Directors

LEBANON, Tenn. and SAN ANTONIO, Texas, Sept. 28, 2022 /PRNewswire/ -- Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) ("Cracker Barrel" or the "Company") and Biglari Capital Corp., together with other affiliated entities including Biglari Holdings Inc. (NYSE: BH.A; BH) (collectively, "Biglari"), announced that they have entered into a Nomination and Cooperation Agreement (the "Agreement").

Under the terms of the Agreement, the Company has expanded the Company's Board to eleven directors and appointed Jody L. Bilney, one of Biglari's nominees, as a director, effective immediately. 

Ms. Bilney currently serves on the boards of directors of Chuy's Holdings, Inc., Masonite International Corporation, Alignment Healthcare, Inc., and several private companies. During the course of a long and successful career across multiple industries, Ms. Bilney served as the chief marketing officer for Humana Inc., the chief brand officer for Bloomin' Brands, Inc., and a senior executive at The Charles Schwab Corporation and Verizon Communications, Inc.

In addition to appointing her to the Board, the Company has agreed to include Ms. Bilney on its slate of directors to be voted upon by Cracker Barrel's shareholders at its annual meetings to be held in 2022 and 2023, and to appoint her to one or more standing committees of the Board in accordance with its normal practices. The Company will reimburse Biglari up to $500,000 for its expenses in connection with pursuing its director nominations.

Under the terms of the Agreement, Biglari has agreed to customary standstill restrictions that will be in effect until February 29, 2024 as to certain obligations, and thirty business days prior to the deadline for nominating candidates to be voted upon at the Company's 2024 annual meeting of shareholders with respect to certain other obligations. The Company has also agreed to certain obligations, which are contained in the Agreement.

A complete copy of the Agreement will be filed by the Company with the SEC as an exhibit to a Current Report on Form 8-K.

About Cracker Barrel Old Country Store^®

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) provides a caring and friendly home-away-from-home experience while offering guests high-quality homestyle food to enjoy in-store or to-go and unique shopping — all at a fair price. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate more than 660 company-owned Cracker Barrel Old Country Store® locations in 45 states and own the fast-casual Maple Street Biscuit Company. For more information about the Company, visit crackerbarrel.com.

CBRL-F

Investor Contact:	Jessica Hazel
	(615) 235-4367
Media Contact:	Heidi Pearce
	(615) 235-4135

 

 

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SOURCE Cracker Barrel Old Country Store, Inc.

FAQ

Who is Jody L. Bilney and what is her experience related to Cracker Barrel?

Jody L. Bilney is a newly appointed director of Cracker Barrel with extensive experience in marketing and senior executive roles at companies like Humana and Verizon.

What is the significance of the Nomination and Cooperation Agreement with Biglari?

The Agreement allows Biglari to nominate Jody L. Bilney to the Cracker Barrel Board and ensures reimbursement for their director nomination expenses.

When will shareholders vote on Jody L. Bilney's appointment?

Cracker Barrel plans to include Bilney in the slate of directors for shareholder votes at its annual meetings in 2022 and 2023.

What changes are being made to Cracker Barrel's Board of Directors?

The Board is expanding to eleven directors with the appointment of Jody L. Bilney, providing fresh perspectives and expertise.

What is the duration of the standstill obligations outlined in the Agreement?

The standstill obligations under the Agreement will be effective until February 29, 2024.