Reporter's Notebook

Cracker Barrel files official tally in Biglari-proposal vote

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Cracker Barrel files official tally in Biglari sale proposal, showing it failed by more than 70.5 percent

 

Cracker Barrel Old Country Store Inc. on Tuesday filed the official results of the April 23 special meeting vote called by large shareholder Biglari Capital that requested the family-dining brand’s board to pursue “extraordinary transactions” or a sale of the company, and the measure lost by more than 70.5 percent.

Lebanon, Tenn.-based Cracker Barrel, in Securities and Exchange Commission filings, said its proxy solicitor, MacKenzie Partners Inc., found nearly 14 million shares were cast against activist investor Sardar Biglari’s proposal. More than 19.8 million of Cracker Barrel’s 23.8 million outstanding shares were voted.

Less than 5.7 million, or 29 percent, of shares were in favor of Biglari’s measure, and 72,301 shares abstained. The company said MacKenzie determined Biglari Capital cast more than 4.7 million votes in favor of the proposal.

And nearly 70.8 percent voted against a related Biglari-backed second proposal to request the board to seek amendment to the Tennessee Business Corporation Act to allow Biglari’s holdings, which own more than 19 percent of Cracker Barrel’s outstanding shares, to participate as a buyer in a potential sale of the company.

Cracker Barrel owns and operates 626 locations in 42 states.

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