Cracker Barrel Issues Presentation Highlighting Next Era of Value Creation
Cracker Barrel (NASDAQ: CBRL) has released an investor presentation highlighting its strategic transformation plan ahead of its November 21, 2024 Annual Meeting. The company emphasizes the appointment of new CEO Julie Masino and implementation of a transformation plan showing early success. The presentation addresses the proxy contest initiated by Sardar Biglari, marking his seventh attempt in 13 years. The Board recommends voting for their 10 nominees on the WHITE proxy card, including Biglari's nominee Michael Goodwin, while warning against electing Biglari and Milena Alberti-Perez. The transformation plan includes menu updates, pricing optimization, and a new loyalty program, targeting specific financial goals for FY 2027.
Cracker Barrel (NASDAQ: CBRL) ha pubblicato una presentazione per gli investitori evidenziando il suo piano di trasformazione strategica in vista dell'Assemblea Annuale del 21 novembre 2024. L'azienda sottolinea la nomina del nuovo CEO Julie Masino e l'attuazione di un piano di trasformazione che ha già mostrato successi iniziali. La presentazione affronta la contestazione del voto avviata da Sardar Biglari, segnando il suo settimo tentativo in 13 anni. Il Consiglio raccomanda di votare per i loro 10 candidati sulla scheda bianca, compreso il candidato di Biglari, Michael Goodwin, avvertendo però di non eleggere Biglari e Milena Alberti-Perez. Il piano di trasformazione include aggiornamenti del menù, ottimizzazione dei prezzi e un nuovo programma di fidelizzazione, con obiettivi finanziari specifici per l'anno fiscale 2027.
Cracker Barrel (NASDAQ: CBRL) ha publicado una presentación para inversores que destaca su plan de transformación estratégica antes de la Junta Anual del 21 de noviembre de 2024. La compañía enfatiza la designación de la nueva CEO Julie Masino y la implementación de un plan de transformación que ha mostrado éxitos tempranos. La presentación aborda la disputa de poder iniciada por Sardar Biglari, marcando su séptimo intento en 13 años. La Junta recomienda votar por sus 10 nominados en la tarjeta de poder BLANCA, incluyendo al nominado de Biglari, Michael Goodwin, advirtiendo en contra de elegir a Biglari y Milena Alberti-Perez. El plan de transformación incluye actualizaciones del menú, optimización de precios y un nuevo programa de lealtad, con metas financieras específicas para el año fiscal 2027.
크래커 배럴 (NASDAQ: CBRL)은 2024년 11월 21일 연례 총회를 앞두고 전략적 변혁 계획을 강조하는 투자자 발표 자료를 공개했습니다. 이 회사는 새로운 CEO Julie Masino의 임명과 초기 성공을 보여주는 변혁 계획의 실행을 강조합니다. 발표는 Sardar Biglari가 시작한 의결권 분쟁을 다루며, 이는 13년 동안 그의 일곱 번째 시도입니다. 이사회는 그들의 10명의 후보에 대해 WHITE 프록시 카드에서 투표할 것을 권장하며, Biglari와 Milena Alberti-Perez를 선출하지 말 것을 경고합니다. 변혁 계획에는 메뉴 업데이트, 가격 최적화 및 새로운 로열티 프로그램이 포함되어 있으며, 2027 회계연도에 대한 특정 재무 목표를 설정하고 있습니다.
Cracker Barrel (NASDAQ: CBRL) a publié une présentation à l'intention des investisseurs mettant en avant son plan de transformation stratégique avant sa réunion annuelle du 21 novembre 2024. L'entreprise souligne la nomination de la nouvelle PDG Julie Masino et la mise en œuvre d'un plan de transformation montrant des succès précoces. La présentation traite de la contestation d'actionnaires initiée par Sardar Biglari, marquant sa septième tentative en 13 ans. Le Conseil recommande de voter pour leurs 10 candidats sur la carte de vote BLANCHE, y compris le candidat de Biglari, Michael Goodwin, tout en avertissant contre l'élection de Biglari et de Milena Alberti-Perez. Le plan de transformation inclut des mises à jour de menu, une optimisation des prix et un nouveau programme de fidélité, visant des objectifs financiers spécifiques pour l'exercice 2027.
Cracker Barrel (NASDAQ: CBRL) hat eine Investorenpräsentation veröffentlicht, die seinen strategischen Transformationsplan im Vorfeld der jährlichen Hauptversammlung am 21. November 2024 hervorhebt. Das Unternehmen betont die Ernennung der neuen CEO Julie Masino und die Umsetzung eines Transformationsplans, der frühe Erfolge zeigt. Die Präsentation behandelt den von Sardar Biglari initiierten Proxy-Kampf, der seinen siebten Versuch in 13 Jahren markiert. Der Vorstand empfiehlt, für ihre 10 Nominierten auf der WEISSEN Stimmkarte zu stimmen, einschließlich Biglaris Nominierten Michael Goodwin, und warnt davor, Biglari und Milena Alberti-Perez zu wählen. Der Transformationsplan umfasst Menüaktualisierungen, Preisoptimierung und ein neues Treueprogramm, das spezifische finanzielle Ziele für das Geschäftsjahr 2027 ansteuert.
- Early success signs from transformation plan including strong flow-through from pricing initiatives
- New loyalty program delivering incremental sales and traffic
- Positive lift in traffic and sales in remodeled pilot stores
- Board's openness to qualified shareholder representation (20% of Board seats offered to Biglari nominees)
- Company acknowledges post-pandemic underperformance requiring strategic transformation
- Facing seventh costly and distracting proxy contest in 13 years
- Current business challenges requiring comprehensive operational changes
Insights
This proxy battle represents a significant corporate governance event for Cracker Barrel. The company's strategic transformation plan, led by new CEO Julie Masino, faces a challenge from activist investor Sardar Biglari's seventh proxy contest in 13 years. The board's willingness to accept one of Biglari's nominees (Michael Goodwin) while rejecting Biglari himself and Milena Alberti-Perez demonstrates a balanced approach to shareholder representation.
The company's FY 2027 financial targets and transformation initiatives, including menu optimization and a new loyalty program, show promising early results. However, Biglari's track record at Steak 'n Shake and Western Sizzlin raises legitimate concerns about his proposed approach of capital extraction and high dividends. The retention of experienced directors Berquist and Crofton, with their respective expertise in hospitality and operations, appears important for maintaining strategic continuity during this transformation period.
The strategic transformation plan addresses key operational challenges in the restaurant sector. Early indicators are positive, with new menu items gaining traction and optimized pricing improving flow-through while maintaining value perception. The pilot store remodels generating increased traffic and sales suggest potential for system-wide improvements.
However, the industry faces significant headwinds including labor costs, inflation and changing consumer preferences. The board's emphasis on sustainable growth over Biglari's proposed high-dividend strategy appears more aligned with current industry dynamics. The retention of directors with substantial hospitality experience (Berquist from Marriott, Crofton from Disney) provides valuable oversight during this critical transformation period.
Outlines Strategic Transformation Plan to Drive Growth and Profitability
Highlights Risks that Sardar Biglari and Milena Alberti-Perez Pose to Shareholder Value Creation
Urges Shareholders to Vote "FOR ONLY" Cracker Barrel's 10 Recommended Nominees on the WHITE Proxy Card Today
The presentation also highlights the significant risk of shareholder value destruction if Sardar Biglari and Milena Alberti-Perez are elected to the Board. The presentation outlines how Mr. Biglari offers no substantive solutions to Cracker Barrel's challenges, brings a poor track record of performance in the restaurant space and even poorer track record with respect to corporate governance, and how Ms. Alberti-Perez brings no additive experience to the Board, has no demonstrated understanding of restaurant, retail, or consumer brands in general, and no first-hand knowledge of Cracker Barrel in particular.
This marks the seventh time Mr. Biglari has pursued a costly and distracting proxy contest in the last 13 years. Each time his prior contests came to a vote, shareholders rejected Mr. Biglari's nominees and positions by significant and widening margins. The Board urges shareholders to reject Mr. Biglari once again, for the reasons outlined below and in the presentation, which can be found at CrackerBarrelShareholders.com.
Additional highlights of the presentation include:
The Cracker Barrel Board of Directors has taken and continues to take aggressive steps to enhance the Company's performance. In recognition of the Company's challenges and underperformance emerging from the pandemic, the Board recruited and appointed world-class executive Julie Masino as President and CEO to carve new paths for growth and usher in the next era of value creation for Cracker Barrel shareholders. Julie, with oversight from the Board, spent months to conduct a comprehensive, data-driven review of Cracker Barrel's strategy and brand position, which led to the design of our strategic transformation plan.
The Company is executing on a long-term strategic transformation plan designed to return Cracker Barrel to growth and profitability. The plan includes key brand and operational changes that will drive relevance and deliver an experience existing and new guests love. The Company is acting with urgency and the plan is already taking hold: new menu items are resonating with guests; an optimized pricing initiative is delivering strong flow-through and value perception scores; a new loyalty program is delivering incremental sales and traffic; and the Company is seeing a lift in traffic and sales in remodeled pilot stores. As the Board and management team continue to accelerate the pace of change, the strategic transformation plan puts Cracker Barrel on a clear path to achieve its FY 2027 financial targets.
The Cracker Barrel Board has engaged extensively with Mr. Biglari over the years and is open-minded with regard to qualified nominees. In 2022, the Company added Biglari nominee Jody Bilney to the Board. Ms. Bilney has played an active role in the development of the transformation plan, and fully supports its implementation and the investment it requires. This year the Board is also recommending "For" the election of Mr. Biglari's nominee, Michael Goodwin, based on the Board's assessment that Mr. Goodwin's technology and cybersecurity experience, and his knowledge of retail and consumer brands, would be additive. This recommendation reflects the Board's continued openness toward including qualified shareholder representation on the Board. If shareholders accept the Board's recommendations, Biglari nominees will comprise two of the Board's ten directors (
Cracker Barrel made multiple attempts to settle with Mr. Biglari and avoid yet another unnecessary proxy contest, but Mr. Biglari refused. As part of these offers, the Board was willing to appoint two of Mr. Biglari's original independent nominees following interviews by the Board's Nominating and Corporate Governance committee. Mr. Biglari rejected each settlement offer outright and made it clear that his overriding goal is to personally join the Board. His insistence on a proxy contest appears to be about self-interest, not the best interests of all shareholders.
The Board believes that Biglari's nominees Milena Alberti-Perez and Sardar Biglari, would jeopardize the momentum that is underway and risk derailing our progress. Ms. Alberti-Perez's career has substantially been in the publishing sector and her financial turnaround expertise is not relevant to Cracker Barrel's current situation. During her Board interview, she exhibited no understanding of Cracker Barrel or its business and even admitted to never having visited a Cracker Barrel. The Board believes Mr. Biglari's interests are not aligned with other shareholders, and that he is looking to deploy his playbook of underinvesting and extracting capital – which has destroyed value at Steak 'n Shake and Western Sizzlin. Mr. Biglari's "plan" also includes paying an unsustainable dividend, which the Board believes is self-serving. Mr. Biglari has been criticized for poor business performance with his total shareholder return lagging the S&P 500 by large margins. He also has a long track record of poor corporate governance and outsized compensation.
Cracker Barrel's recommended nominees are the right ones to advance the Company's transformation. Cracker Barrel's Board has been purpose-built with directors who have the skills and experience necessary to return Cracker Barrel to growth and deliver enhanced value for all shareholders. Mr. Biglari is targeting two directors, Carl Berquist and Meg Crofton, who have highly relevant backgrounds and experience, actively contributed to the development of the Company's strategic transformation plan, and provide key oversight and stability for Cracker Barrel's newly appointed CEO. Mr. Berquist is the former chief financial officer of Marriott International, with 40 years of financial and capital allocation experience and deep hospitality industry knowledge. During his tenure, Mr. Berquist helped lead the transformation of the Marriott brand and delivered total shareholder return of
YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, please take a few minutes now to vote by Internet or by telephone by following the instructions on the WHITE proxy card you have received, or sign, date and return the WHITE proxy card in the postage-paid envelope provided. If you are a beneficial owner or you hold your shares in "street name," please follow the voting instructions provided by your bank, broker or other nominee. Regardless of the number of Company shares you own, your presence by proxy is helpful to establish a quorum and your vote is important.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ONLY CRACKER BARREL'S 10 RECOMMENDED NOMINEES ON THE WHITE PROXY CARD.
If you have any questions or require any assistance with voting your shares, |
Forward-Looking Statements
Except for specific historical information, certain of the matters discussed in this communication may express or imply projections of items such as revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These and similar statements regarding events or results that Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") expects will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual results and performance of the Company to differ materially from those expressed or implied by such forward-looking statements. All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "trends," "assumptions," "target," "guidance," "outlook," "opportunity," "future," "plans," "goals," "objectives," "expectations," "near-term," "long-term," "projection," "may," "will," "would," "could," "expect," "intend," "estimate," "anticipate," "believe," "potential," "regular," "should," "projects," "forecasts," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.
The Company believes that the assumptions underlying any forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may differ materially from those projected in or implied by the forward-looking statements. In addition to the risks of ordinary business operations, factors and risks that may result in actual results differing from this forward-looking information include, but are not limited to risks and uncertainties associated with inflationary conditions with respect to the price of commodities, ingredients, transportation, distribution and labor; disruptions to the Company's restaurant or retail supply chain; the Company's ability to manage retail inventory and merchandise mix; the Company's ability to sustain or the effects of plans intended to improve operational or marketing execution and performance, including the Company's strategic transformation plan; the effects of increased competition at the Company's locations on sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumer health or dietary trends or safety aspects of the Company's food or products or those of the restaurant industry in general, including concerns about outbreaks of infectious disease; the effects of the Company's indebtedness and associated restrictions on the Company's financial and operating flexibility and ability to execute or pursue its operating plans and objectives; changes in interest rates, increases in borrowed capital or capital market conditions affecting the Company's financing costs and ability to refinance its indebtedness, in whole or in part; the Company's reliance on a single distribution facility and certain significant vendors, particularly for foreign-sourced retail products; information technology disruptions and data privacy and information security breaches, whether as a result of infrastructure failures, employee or vendor errors or actions of third parties; the Company's compliance with privacy and data protection laws; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future or threatened litigation or governmental investigations; the Company's ability to manage the impact of negative social media attention and the costs and effects of negative publicity; the impact of activist shareholders; the Company's ability to achieve aspirations, goals and projections related to its environmental, social and governance initiatives; the Company's ability to enter successfully into new geographic markets that may be less familiar to it; changes in land, building materials and construction costs; the availability and cost of suitable sites for restaurant development and the Company's ability to identify those sites; the Company's ability to retain key personnel; the ability of and cost to the Company to recruit, train, and retain qualified hourly and management employees; uncertain performance of acquired businesses, strategic investments and other initiatives that the Company may pursue from time to time; the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; general or regional economic weakness, business and societal conditions and the weather impact on sales and customer travel; discretionary income or personal expenditure activity of the Company's customers; implementation of new or changes in interpretation of existing accounting principles generally accepted in
Important Additional Information and Where to Find It
On October 9, 2024, Cracker Barrel filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") and an accompanying WHITE proxy card in connection with the solicitation of proxies for the 2024 Annual Meeting of Cracker Barrel shareholders (the "Annual Meeting"). INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of these documents and other documents filed with the SEC by Cracker Barrel for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge in the Investors section of Cracker Barrel's corporate website at www.crackerbarrel.com.
Participants
Cracker Barrel, its directors and its executive officers will be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at the Annual Meeting. Information regarding the names of Cracker Barrel's directors and executive officers and certain other individuals and their respective interests in Cracker Barrel by security holdings or otherwise is set forth in the Proxy Statement. To the extent holdings of such participants in Cracker Barrel's securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Forms 4 or Annual Statement of Changes in Beneficial Ownership of Securities on Forms 5 filed with the SEC. Copies of these documents are or will be available at no charge and may be obtained as described in the preceding paragraph.
About Cracker Barrel Old Country Store®
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) is on a mission to bring craveable, delicious homestyle food and unique retail products to all guests while serving up memorable, distinctive experiences that make everyone feel welcome. Established in 1969 in
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Investor Contact:
Adam Hanan
(615) 443-9887
Okapi Partners LLC
(855) 208-8902
Media Contact:
Heidi Pearce
(615) 235-4135
Leigh Parrish, Tim Lynch
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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SOURCE Cracker Barrel Old Country Store, Inc.
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