Independent Proxy Advisory Firms ISS And Glass Lewis Agree Biglari Capital Has Made Compelling Case For Change At Cracker Barrel; Glass Lewis Recommends That Shareholders Vote FOR 2 Of Biglari Capital's Nominees And ISS Recommends Shareholders Vote For 1 Of Biglari Capital's Nominees
Glass Lewis Recommends that Shareholders Vote FOR Two of Biglari Capital's Nominees and ISS Recommends Shareholders Vote FOR One of Biglari Capital's Nominees
Incumbent Directors Carl Berquist and Meg Crofton Have Overseen Observably Poor Performance and Significant Shareholder Value Destruction
ISS and Glass Lewis Both Cite Substantial Analyst Concern Over the Company's Costly Transformation Plan
Biglari Capital Urges Shareholders to Vote the GOLD Proxy Card for All Three of Its Director Nominees.
San Antonio, TX, Nov. 12, 2024 /PRNewswire/ -- Biglari Capital Corp. today issued the following letter to shareholders of Cracker Barrel Old Country Store, Inc. (NASDAQ:CBRL). See below for the shareholder letter in its original form.
November 11, 2024
Dear Shareholders of Cracker Barrel Old Country Store Inc. ("Cracker Barrel" or the "Company"):
Cracker Barrel is at a pivotal moment. Under the leadership of the current Board of Directors (the "Board"), Cracker Barrel has suffered for years from strategic missteps, capital misallocation, and significant shareholder value destruction.
In separate reports published on November 8, 2024, Glass Lewis and Institutional Shareholder Services ("ISS"), two independent proxy advisory firms, concluded that Biglari Capital Corp. ("Biglari Capital," "we" or "our") have made the case for change at Cracker Barrel.
ISS did not mince words in its report, advising that, "Shareholders that intend to vote their shares at this upcoming meeting are not able to take a 'wait and see' approach, but instead must reach a judgment now about whether the current state of affairs of the company merits immediate change at the board level. In light of the factors covered by this analysis, the dissident has made the case for change."1
In its report, Glass Lewis recommended shareholders use our GOLD proxy card to support Milena Alberti-Perez and withhold their votes on Meg Crofton. Unlike ISS, Glass Lewis recognized the benefit of having Ms. Alberti-Perez on the Board, stating:2
"Given the specific concerns identified here, we take the view that Ms. Alberti-Perez offers prospectively critical financial and capital allocation expertise, and has, in connection with her May 2023 appointment to the board of Pitney Bowes following a campaign by Hestia Capital, contributed to significant improvements in shareholder value (i.e. Pitney Bowes TSR +168.6% between May 8, 2023 and November 5, 2024, versus a 42.3% total gross return for the Russell 3000 Index over the same period). We believe the addition of Ms. Alberti-Perez's skill set, including an apparent ability to work constructively with other board members in the immediate wake of a contested solicitation, would represent a promising turn relative to the status quo."3
