Cracker Barrel Old Country Store Inc. shareholders voted decisively against activist investor Sardar Biglari’s third bid for board seats and rejected his proposal for a $20-a-share special dividend, the company said Wednesday.

The Lebanon, Tenn.-based full-service restaurant operator said preliminary results indicate about 70 percent of shares were in favor of the company’s board slate and rejected Biglari and Phil Cooley as directors.

“We are encouraged by our shareholders’ continued strong support of our board of directors and believe that today’s vote reflects their recognition of our continued progress,” Cracker Barrel president and chief executive Sandra B. Cochran said in a statement after Wednesday’s annual meeting.

The company also said shareholders “rejected by an overwhelming margin the non-binding, advisory proposal on a $20 per share special dividend,” which Biglari and affiliates had proposed and put before shareholders for a vote.

Biglari Holdings Inc. and its affiliates, based in San Antonio, Texas, and parent to Steak ’n Shake and Western Sizzlin, own about 20 percent of Cracker Barrel’s outstanding shares. It was Biglari’s third proxy bid, after shareholders rejected forays in 2011 and 2012.

In Biglari’s proxy contest of board seats for company-nominated directors Jim Bradford and Richard Dobkin, Cracker Barrel said the company’s slate was approved by more than 90 percent of shareholders not affiliated with Biglari Holdings.

In September, Cracker Barrel reported a decline in revenue and income for the fourth quarter ended Aug. 2, which had one less week in the reporting period than in the prior year.Net income fell 1.1 percent, to $34.3 million, compared with $34.7 million in the year-earlier period. Revenue in the quarter fell about 3.7 percent, to $674.1 million, from $700 million a year earlier.

Cracker Barrel has 625 restaurant-retail units in 42 states.

Contact Ron Ruggless at ronald.ruggless@penton.com.
Follow him on Twitter: @RonRuggless