His insistence on a proxy contest appears to be about self-interest – securing a Board seat for himself – not the best interests of all shareholders.
This marks the SEVENTH time Mr. Biglari has pursued a costly and distracting proxy contest in the last 13 years. Each time his proxy contests have gone to a vote, our shareholders have rejected Mr. Biglari’s nominees and his positions by significant and increasing margins.
In keeping with our track record of superior corporate governance, our Board interviewed all four of his initial independent nominees and carefully considered their qualifications and our needs. We made multiple settlement offers to Mr. Biglari to avoid another proxy contest.
However, he rejected each of our offers and made it clear to us that his goal is to personally join the Board.
In our meetings with Mr. Biglari, he has demonstrated a shallow and outdated understanding of our guests, our operations, and the work we are doing.
While each of the five pillars of our transformation plan is grounded in extensive data-driven research, customer feedback, and tens of thousands of hours of thoughtful planning, Mr. Biglari’s “plan” is to take Cracker Barrel back to “1980’s” menus, insist we “focus on our stores”, and divest Maple Street Biscuit Company, in the misguided belief that it is a distraction.
More critically, Mr. Biglari wants to deprive our business of needed investments to drive customer engagement and instead pay an unsustainable dividend.
Mr. Biglari has provided no credible or clear alternative to our transformation plan, and we believe his ideas are simplistic and would destroy shareholder value.
Interests are not aligned with other shareholders
Overcommitted as Chairman and CEO of three companies
Used shareholder funds to get total control of a company, criticized for poor business performance and for outsized compensation
Poor total shareholder return (“TSR”) performances lagging the S&P 500 by large margins
No management or board experience in the restaurant sector
Lacks relevant hospitality and retail exposure, and brings no consumer brand experience
Prior activist alignment with Hestia at Pitney Bowes calls into question intentions
Overcommitted as Chair of Pitney Bowes Audit Committee, Director of Digimarc, and other private company board service
Demonstrated lack of interest and understanding of Cracker Barrel guests, brand, or attributes during Board interview