Cracker Barrel Old Country Store Inc. said Wednesday that preliminary results show shareholders “overwhelmingly rejected” proposals by Biglari Capital and Biglari Holdings Inc. that called for the company to pursue a possible sale.

The Lebanon, Tenn.-based family-dining operator said proxy-solicitor estimates indicated about 70 percent of shares voted against the two nonbinding proposals during a special meeting called by Sardar Biglari, chair and chief executive of Biglari Capital and Biglari Holdings.

One proposal urged a sale or other transaction for the company, and the other called for Cracker Barrel’s board to seek an amendment in Tennessee law to allow Biglari’s San Antonio, Texas-based companies, which own nearly 20 percent of Cracker Barrel’s shares, to purchase the company.

“We are pleased that our shareholders once again demonstrated strong support for our management and voted overwhelmingly in favor of our current strategy,” Sandra B. Cochran, Cracker Barrel’s president and chief executive, said in a statement after the meeting. “We remain focused on executing our announced strategy and believe that it is the best path forward for creating value for all of our shareholders,” she added.

Biglari and his companies have tried to get shareholders to approve its candidates for board seats at each of the past three annual meetings, but they were rejected each time.

“This defeat marks the fourth consecutive contest that proposals put forward by Biglari Capital have been soundly rejected by a majority of shareholders,” stated a Cracker Barrel press release about the special meeting.

In this special meeting, the company said, 92 percent of votes by shareholders not affiliated with Biglari companies were cast against the proposals.
The company said IVS Associates Inc., the independent inspector of the election, will tabulate and certify the election results. No date was given for final certification.
Cracker Barrel owns and operates 626 locations in 42 states.

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