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Cracker Barrel Shareholders Support All 10 of the Company's Recommended Director Nominees Per Preliminary Results

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Cracker Barrel (Nasdaq: CBRL) announced that shareholders have voted to elect all 10 of the company's recommended nominees to its Board of Directors at the 2024 Annual Meeting. Nominees Sardar Biglari and Milena Alberti-Perez, who were nominated by entities controlled by Biglari and not recommended by the Board, did not receive sufficient support. Michael Goodwin, with decades of IT and strategic leadership experience, joins the Board, while Tom Barr steps down after 12 years of service. The company expressed confidence in its strategic transformation plan, citing early favorable operational results.

Cracker Barrel (Nasdaq: CBRL) ha annunciato che gli azionisti hanno votato per eleggere tutti i 10 candidati raccomandati dall'azienda per il suo Consiglio di Amministrazione durante la Riunione Annuale del 2024. I candidati Sardar Biglari e Milena Alberti-Perez, nominati da entità controllate da Biglari e non raccomandati dal Consiglio, non hanno ricevuto sufficiente supporto. Michael Goodwin, con decenni di esperienza in IT e leadership strategica, entra a far parte del Consiglio, mentre Tom Barr si dimette dopo 12 anni di servizio. L'azienda ha espresso fiducia nel suo piano di trasformazione strategica, citando risultati operativi favorevoli fin dai primi momenti.

Cracker Barrel (Nasdaq: CBRL) anunció que los accionistas han votado para elegir a los 10 candidatos recomendados por la empresa para su Junta Directiva en la Reunión Anual de 2024. Los nominados Sardar Biglari y Milena Alberti-Perez, que fueron nominados por entidades controladas por Biglari y no recomendados por la Junta, no recibieron el apoyo suficiente. Michael Goodwin, con décadas de experiencia en IT y liderazgo estratégico, se une a la Junta, mientras que Tom Barr se retira tras 12 años de servicio. La empresa expresó confianza en su plan de transformación estratégica, citando resultados operativos favorables desde el principio.

크래커 배럴 (Nasdaq: CBRL)는 주주들이 2024년 연례 총회에서 회사가 추천한 이사 후보 10명을 모두 선출하기로 투표했다고 발표했습니다. Sardar Biglari와 Milena Alberti-Perez는 Biglari가 통제하는 기관에서 지명했지만 이사회에서 추천되지 않았으며, 충분한 지원을 받지 못했습니다. 마이클 굿윈은 IT 및 전략적 리더십 분야에서 수십 년의 경험을 가지고 이사회에 합류하며, 톰 배러는 12년의 서비스 후 물러납니다. 회사는 초기 유리한 운영 결과를 언급하며, 전략적 변혁 계획에 대한 확신을 표현했습니다.

Cracker Barrel (Nasdaq: CBRL) a annoncé que les actionnaires ont voté pour élire l'ensemble des 10 candidats recommandés par l'entreprise au conseil d'administration lors de l'assemblée générale annuelle de 2024. Les candidats Sardar Biglari et Milena Alberti-Perez, qui ont été proposés par des entités contrôlées par Biglari et non recommandés par le conseil, n'ont pas reçu un soutien suffisant. Michael Goodwin, fort de plusieurs décennies d'expérience en informatique et en leadership stratégique, rejoint le conseil, tandis que Tom Barr démissionne après 12 ans de service. L'entreprise a exprimé sa confiance dans son plan de transformation stratégique, en citant des résultats opérationnels favorables dès le départ.

Cracker Barrel (Nasdaq: CBRL) gab bekannt, dass die Aktionäre abgestimmt haben, um alle 10 vom Unternehmen empfohlenen Kandidaten in den Vorstand bei der Jahreshauptversammlung 2024 zu wählen. Die von Biglari kontrollierten Nominierten Sardar Biglari und Milena Alberti-Perez, die nicht vom Vorstand empfohlen wurden, erhielten nicht genügend Unterstützung. Michael Goodwin, der Jahrzehnte lange Erfahrung in IT und strategischer Führung hat, wird in den Vorstand eintreten, während Tom Barr nach 12 Jahren im Dienst zurücktritt. Das Unternehmen äußerte Vertrauen in seinen strategischen Transformationsplan und verwies auf positive operative Ergebnisse bereits zu Beginn.

Positive
  • Shareholders supported all company-recommended board nominees, indicating strong stakeholder confidence
  • Early favorable results reported across operations from strategic transformation plan
  • Addition of experienced IT and strategic leader Michael Goodwin to the Board
Negative
  • None.

Insights

This shareholder vote outcome represents a significant victory for Cracker Barrel's current management and their strategic direction. The rejection of activist investor Sardar Biglari's nominees signals strong shareholder confidence in the existing transformation plan. Particularly notable is the addition of Michael Goodwin, whose IT expertise could accelerate digital transformation initiatives critical for modern restaurant operations.

The vote results demonstrate institutional investors' alignment with the current board's vision, despite recent operational challenges. However, the pressure from activist investors typically indicates underlying performance concerns that management must address. The board will need to show tangible progress in their strategic transformation plan to maintain this shareholder support.

LEBANON, Tenn., Nov. 21, 2024 /PRNewswire/ -- Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) today announced that the preliminary vote count from the Company's proxy solicitor indicates that its shareholders have voted to elect all 10 of Cracker Barrel's recommended nominees to the Company's Board of Directors at the 2024 Annual Meeting of Shareholders ("Annual Meeting"): Carl Berquist, Jody Bilney, Meg Crofton, Gilbert Dávila, John Garratt, Michael Goodwin, Cheryl Henry, Julie Masino, Gisel Ruiz, and Darryl "Chip" Wade. Sardar Biglari and Milena Alberti-Perez – who were nominated by entities Mr. Biglari controls and not recommended by the Board – did not receive sufficient shareholder support to be elected.

The Cracker Barrel Board issued the following statement:

We thank our shareholders for their constructive engagement over the past several months, and their overwhelming support today.

During the course of our engagement, we were heartened by how many shareholders understood and expressed support for the strategic imperatives that we are pursuing. We take seriously the trust they've placed in our directors to oversee the continued momentum of the Company's strategic transformation plan. We are encouraged by the early favorable results across our operations as the plan takes hold and remain confident that we are on the right path to return Cracker Barrel to growth and meaningful value creation for all shareholders. We look forward to continuing to engage with the Company's shareholders as we work to ensure Cracker Barrel thrives today, tomorrow, and well into the future.

We welcome Michael Goodwin to the Board and believe his decades of IT and strategic leadership will prove to be of great value in our boardroom. We also thank Tom Barr, who did not stand for re-election to the Board, for his service to Cracker Barrel's Board for more than 12 years.

The results announced today are considered preliminary until final results are tabulated and certified by the independent Inspector of Elections. Cracker Barrel will report final results on a Form 8-K that will be filed with the Securities and Exchange Commission.

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 the United States of America ("GAAP"); and other factors described from time to time in the Company's filings with the Securities and Exchange Commission (the "SEC"), press releases, and other communications. Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which made. The Company expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

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 Lebanon, Tenn., Cracker Barrel and its affiliates operate approximately 660 company-owned Cracker Barrel Old Country Store® locations in 44 states and own the fast-casual Maple Street Biscuit Company. For more information about the company, visit www.crackerbarrel.com.

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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

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/cracker-barrel-shareholders-support-all-10-of-the-companys-recommended-director-nominees-per-preliminary-results-302313373.html

SOURCE Cracker Barrel Old Country Store, Inc.

FAQ

Who were elected to Cracker Barrel's (CBRL) Board of Directors in 2024?

All 10 of Cracker Barrel's recommended nominees were elected: Carl Berquist, Jody Bilney, Meg Crofton, Gilbert Dávila, John Garratt, Michael Goodwin, Cheryl Henry, Julie Masino, Gisel Ruiz, and Darryl Wade.

Did Sardar Biglari win the 2024 Cracker Barrel (CBRL) board election?

No, neither Sardar Biglari nor Milena Alberti-Perez, who were nominated by Biglari-controlled entities, received sufficient shareholder support to be elected to the Board.

Who is the new Board member at Cracker Barrel (CBRL) in 2024?

Michael Goodwin, who brings decades of IT and strategic leadership experience, is the new addition to Cracker Barrel's Board of Directors.

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