Key Summary: On August 16, 2024, Biglari Capital Corp (9%) nominated Board candidates to Cracker Barrel Old Country Store, Inc.Market Cap: $1 billion| Cracker Barrel Old Country Store, Inc. develops and operates the Cracker Barrel Old Country Store concept in the United States.
Background:
Biglari lost five proxy campaigns to elect directors in the FY 2011, 2012, 2013, 2014 and 2020
On November 5, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company that it has lbiglari-capital-corp-nominated-board-candidates-to-cracker-barrel-old-country-store-cbrlagged behind both the peer median and the S&P MidCap 400 Index since the onset of Covid-19 and since the 2020 shareholder meeting held on November 19, 2020. Further, it urged that the Board should consider a more aggressive dividend payout policy.
On December 14, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company It urged that the Board should consider a more aggressive dividend payout policy.
On June 6, 2022, Biglari Capital Corp (8.8%) issued a letter to shareholders reiterating its concerns.
On August 18, 2022, Biglari Capital Corp (8.8%) delivered a letter to the company nominating Jody L. Bilney and Kevin M. Reddy for election to the Board at the 2022 AGM. Source
On September 28, 2022, Biglari Capital Corp entered into an agreement with the company, leading to the expansion of the Board from ten to eleven members and the appointment of their nominee, Jody L. Bilney. Source
Update:
On August 16, 2024, Biglari Capital Corp (9%) nominated Milena Alberti-Perez, Julie Atkinson, Sardar Biglari, and Michael W. Goodwin for election to the Board at the 2024 annual meeting.
On August 18, 2024, they submitted a supplemental nomination for Michelle Frymire, bringing the total number of nominees to five. Source
On September 23, 2024, Biglari Capital Corp (9.3%) filed proxy materials seeking support for its nominees.
On September 23, 2024, Biglari Capital Corp withdrew their nomination of Julie Atkinson and Michelle Frymire as nominees for election at the Annual Meeting. With the withdrawal, Biglari Capital Corp intend to solicit proxies to elect the remaining Nominees to the Board at the Annual Meeting. Source
On October 1, 2024, Biglari Capital Corp filed proxy materials seeking support for its nominees.
On October 8, 2024, Biglari Capital Corp. issued a letter to shareholders expressing concern over the company's declining market value, which has dropped over $2.9 billion since 2019. Despite ownership of 2,069,141 shares and attempts to highlight management failures, the Board's appointment of CEO Julie Felss Masino and her transformation plan have not restored confidence, leading to a 50.9% decrease in share price since her appointment. Biglari criticized the Board for its poor capital allocation decisions, including costly new stores and unsuccessful brand launches, which have resulted in significant losses. He emphasized the need for a Board overhaul and proposed focusing on core operations, halting new store openings, and improving existing store performance to regain customer traffic.
On October 24, 2024, Biglari released an investor presentation titled 'Cracker Barrel is in Crisis,' reiterating its concerns and seeking votes for its nominees.
On October 31, 2024, Biglari issued an additional Investor Presentation, "Setting the Record Straight" asserting that their nominees seek to collaborate rather than control, with no intention of executive roles.
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