As a shareholder, Mr. Biglari has a right to be heard. Following his nomination of candidates, our Board interviewed all four of his initial independent nominees, carefully considering their qualifications and our needs. The Board made multiple settlement offers to Mr. Biglari to avoid another proxy contest. However, Mr. Biglari has rejected these offers, and made it clear to us that his goal is to personally join the Board. We refused because we firmly believe this result would be destructive for shareholders.
As evidence of how carefully and fairly we reviewed the candidates nominated by Mr. Biglari, and how strongly we believe in our conclusions, one of our existing directors whom Mr. Biglari originally challenged, Tom Barr, has decided not to stand for reelection, and we are taking the highly unusual step of recommending that he be replaced by one of Mr. Biglari’s original nominees, Mr. Goodwin.
If shareholders follow our recommendations, our Board of 10 directors will have 2 individuals originally nominated by Mr. Biglari: Jody Bilney and Michael Goodwin.
