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Biglari raises stake in Cracker Barrel

Biglari raises stake in Cracker Barrel

Biglari Holdings Inc. has increased its aggregate stock stake in Cracker Barrel Old Country Store Inc. just weeks after Biglari chief executive Sardar Biglari lost a proxy fight for a seat on the Cracker Barrel board.

In a filing with federal securities regulators posted Friday, Biglari Holdings and affiliates disclosed that they had increased their combined ownership stake in Cracker Barrel from just below 10 percent prior to the proxy vote, to 11.8 percent as of Jan. 4.

Although Biglari did not prevail in a board-seat vote at Cracker Barrel’s Dec. 20 shareholder meeting, a majority of Cracker Barrel investors agreed with his proxy campaign position that Cracker Barrel management should rescind a “shareholders rights” measure. That so-called poison pill was triggered when an investor’s stake reached 10 percent.

San Antonio-based Biglari Holdings is the parent company of the Steak ’n Shake and Western Sizzlin restaurant chains, as well as other finance businesses.

The shareholders’ rights plan was created in September by Cracker Barrel, and was established to block investors from garnering more than a 10-percent stake in the company without allowing shareholders an opportunity to buy more stock at a reduced price. Management of Lebanon, Tenn.-based Cracker Barrel had described the plan as “intended to protect [shareholders] from abusive takeover tactics that would not treat all shareholders fairly.”

Biglari had said the measure would only help entrench current management and “would have a negative effect on share price” by putting up barriers that limit demand and by diluting the stock.
In filings with securities regulators and in public comments near the end of the proxy battle, Biglari maintained his position that Cracker Barrel is not performing to its fullest potential and by keeping him off the board, Cracker Barrel management has opted to “attack me, not my ideas.”

In its last letters to shareholders, Cracker Barrel management continued to contend that electing Biglari to the board would prove disruptive to a multi-prong improvement initiative by the company that operates 606 family-dining restaurants.

In one of the letters, Sandra B. Cochran, Cracker Barrel president and chief executive, also noted that two proxy advisory services — Egan-Jones Ratings Co. and Institutional Shareholder Services — recommend that stockholders vote for all the board nominees put forth by the company and not for Biglari. Glass Lewis & Co., another proxy advisory firm, has recommended shareholders vote for Biglari’s proxy.

Contact Alan J. Liddle at [email protected]
Follow him on Twitter: @AJ_NRN


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Cracker Barrel shareholders reject Biglari proposals

SAN ANTONIO &mdash San Antonio activist investor Sardar Biglari's recent record in proxy contests is starting to get ugly.

On Wednesday, Biglari lost another proxy fight with Tennessee-based Cracker Barrel Old Country Store Inc. It marks the fourth consecutive election where Cracker Barrel shareholders rejected Biglari's nonbinding advisory proposals.

This time, Biglari wanted Cracker Barrel's board to immediately pursue all potential extraordinary transactions, including a sale of the company.

Biglari also called on the board to take any action to amend the Tennessee Business Corporation Act to permit one of his companies to engage in a potential acquisition of the restaurant and retail chain.

But Cracker Barrel announced preliminary results that indicate about 70 percent of the shares voted were cast against Biglari's proposals. Excluding votes by Biglari, more than 92 percent of the votes were opposed to the proposals. In previous contests, he lost bids to win seats on the board and on a proposal for the company to pay a special $20-per-share dividend.

Biglari, Cracker Barrel's largest shareholder with nearly 20 percent of the stock, has been a vocal critic of the company's board and management.

The chairman and CEO of Biglari Holdings Inc. couldn't be reached for comment, but he generally doesn't speak to the media. He did not attend the special shareholders' meeting, according to a Cracker Barrel spokesman.

Biglari Holdings is the parent company of the Steak 'n Shake restaurant chain, which Cracker Barrel management considers a competitor.

Biglari views Cracker Barrel as undervalued and doesn't believe management is equipped to generate satisfactory returns.

&ldquoWe are willing to hold the Cracker Barrel stock indefinitely, provided that we expect the underlying business to increase in intrinsic value in double digit magnitude,&rdquo states a March proxy solicitation filed by Biglari. &ldquoThe critical factor is future returns on reinvested capital to be earned at a high rate.

&ldquoBut we do not believe current management will reinvest capital satisfactorily.&rdquo

Cracker Barrel President and CEO Sandra B. Cochran said in a statement after Wednesday's vote that the company's business strategy is &ldquothe best path forward for creating value for all of our shareholders.&rdquo

Cracker Barrel, in a proxy solicitation opposing Biglari's proposals, said his company's actions were motivated by &ldquoself-interest . in seeking to achieve full liquidity of this investment through a single extraordinary transaction, rather than trying to sell the shares on the open market.&rdquo

Such a sale of shares could be subject to limitations under federal securities laws, Cracker Barrel added.

Three proxy advisory firms opposed Biglari's proposals.

Biglari can continue to put forward shareholder proposals, said Christopher P. Davis, a New York lawyer who represents activist investors.

&ldquoAt this stage, it seems pretty clear he's not changing minds.&rdquo Davis said of Biglari. &ldquoPresumably he's going to ask himself before doing this again, at what point do you read the writing on the wall and not continue to pursue proxy fights?&rdquo

Cracker Barrel has considered the proxy fights to be &ldquoharassment.&rdquo

At Biglari Holdings' annual meeting last year, Biglari indicated he was willing to wage battles with Cracker Barrel for as long as it takes.

&ldquoIt may take us eight years to win our prize proxy fights,&rdquo Biglari said. &ldquoWe have the time horizon. We will outlast whoever we need to outlast.&rdquo

Biglari Holdings will hold this year's annual meeting on Thursday at the St. Regis Hotel in New York.

Biglari Holdings shares on Wednesday slipped $2.34 to close at $459.21. Cracker Barrel's shares fell 83 cents to close at $95.91.


Watch the video: Whats in Junts Cart? - Cracker Barrel Old Country Store (January 2022).