Cracker Barrel's Board Urges Shareholders to Vote the WHITE Card "FOR ONLY" Cracker Barrel's 10 Recommended Director Nominees in Advance of Company's Annual Meeting This Week
Cracker Barrel (NASDAQ: CBRL) urges shareholders to vote the WHITE proxy card 'FOR ONLY' its 10 recommended director nominees at the upcoming November 21, 2024 Annual Meeting. The company highlights that its strategic transformation plan is showing positive momentum, with preliminary Q1 FY2025 results outperforming the Casual Dining industry. The company clarifies it plans to spend $225-$325 million in incremental capital, not $600-$700 million as claimed by Sardar Biglari. Multiple proxy advisory firms, including ISS, Glass Lewis, and Egan Jones, recommend shareholders to 'WITHHOLD' support for Biglari and Alberti-Perez, citing poor corporate governance history and lack of preparation respectively.
Cracker Barrel (NASDAQ: CBRL) esorta gli azionisti a votare la scheda di delega BIANCA 'A FAVORE SOLO' dei suoi 10 candidati direttori raccomandati durante l'imminente Assemblea Annuale del 21 novembre 2024. L'azienda sottolinea che il suo piano di trasformazione strategica sta mostrando un momento positivo, con i risultati preliminari del primo trimestre FY2025 che superano quelli dell'industria della ristorazione casual. L'azienda chiarisce che prevede di spendere 225-325 milioni di dollari in capitale incrementale, non 600-700 milioni di dollari come affermato da Sardar Biglari. Diversi consulenti di voto, tra cui ISS, Glass Lewis ed Egan Jones, raccomandano agli azionisti di 'RITENERE' il supporto per Biglari e Alberti-Perez, citando una scarsa storia di governance aziendale e la mancanza di preparazione rispettivamente.
Cracker Barrel (NASDAQ: CBRL) exhorta a los accionistas a votar la tarjeta de poder BLANCA 'A FAVOR SOLO' de sus 10 candidatos a directores recomendados en la próxima Junta Anual del 21 de noviembre de 2024. La empresa destaca que su plan de transformación estratégica está mostrando un impulso positivo, con resultados preliminares del primer trimestre del año fiscal 2025 que superan a la industria de comidas casuales. La empresa aclara que planea gastar 225-325 millones de dólares en capital incremental, no 600-700 millones de dólares como afirmó Sardar Biglari. Varias firmas de asesoría de proxy, incluidas ISS, Glass Lewis y Egan Jones, recomiendan a los accionistas que 'RETENGAN' el apoyo a Biglari y Alberti-Perez, citando la mala historia de gobernanza corporativa y la falta de preparación, respectivamente.
크래커 배럴 (NASDAQ: CBRL)은 주주들에게 2024년 11월 21일 예정된 연례 총회에서 추천한 10명의 이사 후보에 대해 백색 위임장에 '찬성 ONLY'로 투표할 것을 촉구합니다. 회사는 전략적 전환 계획이 긍정적인 모멘텀을 보이고 있으며, FY2025 1분기 예상 결과가 캐주얼 다이닝 산업을 초과 달성하고 있다고 강조합니다. 회사는 Sardar Biglari가 주장하는 것처럼 600-700 백만 달러가 아니라 2억 2,500만-3억 2,500만 달러의 추가 자본을 지출할 계획이라고 설명합니다. ISS, Glass Lewis, Egan Jones를 포함한 여러 위임 상황 자문 기관들은 주주들이 Biglari와 Alberti-Perez에 대한 지원을 '유보하라'고 권고하며, 각각 열악한 기업 지배구조 역사와 준비 부족을 이유로 들고 있습니다.
Cracker Barrel (NASDAQ: CBRL) appelle les actionnaires à voter la carte de procuration BLANCHE 'POUR UNIQUEMENT' ses 10 candidats administrateurs recommandés lors de la prochaine Assemblée Générale Annuelle du 21 novembre 2024. La société souligne que son plan de transformation stratégique montre un élan positif, avec des résultats préliminaires du premier trimestre de l'exercice 2025 qui surpassent l'industrie de la restauration décontractée. La société précise qu'elle prévoit de dépenser 225 à 325 millions de dollars en capital additionnel, et non 600 à 700 millions de dollars comme l'a affirmé Sardar Biglari. Plusieurs sociétés de conseil en vote, y compris ISS, Glass Lewis et Egan Jones, recommandent aux actionnaires de 'RETENIR' leur soutien à Biglari et Alberti-Perez, citant un historique de mauvaise gouvernance d'entreprise et un manque de préparation respectivement.
Cracker Barrel (NASDAQ: CBRL) fordert die Aktionäre auf, die WEISSE Vollmacht 'NUR FÜR' seine 10 empfohlenen Direktorenkandidaten bei der bevorstehenden Hauptversammlung am 21. November 2024 zu stimmen. Das Unternehmen hebt hervor, dass sein strategischer Transformationsplan positive Auswirkungen zeigt, wobei die vorläufigen Ergebnisse des ersten Quartals des Geschäftsjahres 2025 die Casual Dining-Branche übertreffen. Das Unternehmen stellt klar, dass es plant, 225-325 Millionen US-Dollar an zusätzlichem Kapital auszugeben, und nicht 600-700 Millionen US-Dollar, wie von Sardar Biglari behauptet. Mehrere Proxy-Beratungsfirmen, darunter ISS, Glass Lewis und Egan Jones, empfehlen den Aktionären, die Unterstützung für Biglari und Alberti-Perez 'Zu WIDERRUFEN', und führen dabei eine schlechte Unternehmensführungsgeschichte und mangelnde Vorbereitung an.
- Q1 FY2025 comparable store sales and traffic outperformed Casual Dining industry
- Strategic transformation plan showing early favorable results
- Board facing proxy contest from activist investor
- Requires significant capital expenditure of $225-$325 million for transformation plan
Insights
The proxy battle between Cracker Barrel and activist investor Sardar Biglari represents a critical moment for the company's governance. The board's defense focuses on their strategic transformation plan and clarifies misconceptions about capital spending (
The board's recent refreshment, with all five longest-tenured directors departing within 12 months, demonstrates commitment to evolution while maintaining strategic continuity. The preliminary Q1 FY2025 results showing outperformance versus the casual dining industry validate the current strategy's effectiveness.
The strategic transformation plan shows promising early results with a methodical, test-and-scale approach to capital allocation. The clarification on capital expenditure is important - the
The board's composition balances fresh perspectives with institutional knowledge, particularly through Carl Berquist's financial expertise and Meg Crofton's leadership in governance reform. The preliminary Q1 results and maintained FY2025 outlook indicate the transformation strategy is gaining traction.
The Company's Strategic Transformation Plan Is Taking Hold and Showing Results
Carl Berquist and Meg Crofton Have Been Change Agents and Bring Valuable Experience and Skillsets to Cracker Barrel's Board
Election of Sardar Biglari and Milena Albert-Perez Would Jeopardize the Company's Momentum
2024 Annual Meeting of Shareholders Scheduled for November 21, 2024; For Additional Information on How to Vote Visit CrackerBarrelShareholders.com
In casting your vote, Cracker Barrel reminds you that:
Cracker Barrel's strategic transformation plan is building momentum across operations as demonstrated by our preliminary first quarter FY 2025 results and reaffirmation of our FY 2025 outlook. Fiscal 2025 is off to a strong start, with early favorable results on our strategic initiatives and comparable store sales and traffic results that outperformed the Casual Dining industry.
The Board and management team continue to act with urgency in implementing our long-term strategic transformation plan designed to return Cracker Barrel to growth and profitability. We are carefully pacing the investments that are part of the plan by methodically testing initiatives and scaling the initiatives with the highest demonstrated returns.
Sardar Biglari continues to misrepresent Cracker Barrel's capital spending plan. We are NOT spending
Carl Berquist and Meg Crofton are change agents for the Board and the business, while also serving as important sources of stability and institutional knowledge. With Mr. Berquist's support and under Ms. Crofton's leadership as the Chair of the Company's Nominating and Corporate Governance Committee, over the past 12 months, all five of Cracker Barrel's longest tenured directors will have left the Board; these individuals included the former Board Chair, former Compensation Committee Chair, and former CEO.
Multiple proxy advisory firms have joined the Company in urging shareholders to "WITHHOLD" support for Sardar Biglari and Milena Alberti-Perez. ISS, Glass Lewis, and Egan Jones all stressed the extremely poor corporate governance history of Mr. Biglari and did not support his candidacy. Additionally, ISS and Egan-Jones both found Ms. Alberti-Perez's ignorance of Cracker Barrel's business and her lack of preparation to become a director to be disqualifying, especially given her lack of relevant industry experience.
We are confident the Board's 10 Recommended Director Nominees – Carl Berquist, Jody Bilney, Meg Crofton, Gilbert Dávila, John Garratt, Michael Goodwin, Cheryl Henry, Julie Masino, Gisel Ruiz, and Darryl "Chip" Wade – are the right ones to ensure Cracker Barrel thrives today, tomorrow and well into the future and that the strategic transformation plan being implemented by the Company's leadership team is the right one to deliver value for ALL shareholders. Our recommended director nominees have the right set of skills to drive this change forward.
The Annual Meeting of Shareholders will be on November 21, 2024. Shareholders on record as of September 27, 2024, are entitled to vote at the meeting. For more information on how to vote, or for supporting materials and other important information, shareholders can refer to CrackerBarrelShareholders.com.
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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