Cracker Barrel released a 55-page presentation on Tuesday ahead of the casual-dining company’s annual shareholders’ meeting on Nov. 21, urging shareholders to vote against Sardar Biglari’s board nominees. This would be the Steak ‘n Shake CEO’s seventh takeover attempt of the Cracker Barrel board in the past 13 years, which the company called “an unnecessary proxy contest.”
This time around, Biglari is attempting to nominate both himself and a second candidate to the Cracker Barrel board: Milena Alberti-Perez, who Cracker Barrel called “unqualified” and said that she admitted to never having visited a Cracker Barrel restaurant before. The Lebanon, Tenn.-based company also denounced Biglari’s dividend plan, calling it “self-serving,” and criticized him for a poor business performance track record.
The Cracker Barrel board has worked with Biglari previously, stating that it has “engaged extensively” with him over the years and even agreed to add a Biglari-backed nominee to the board in 2022 to avoid yet another proxy contest.
“Mr. Biglari rejected each settlement offer outright and made it clear that his overriding goal is to personally join the board,” the company said in a statement. “His insistence on a proxy contest appears to be about self-interest, not the best interests of all shareholders.”
Cracker Barrel pointed out that Biglari owns less than 10% of company stock, while the company’s own board nominees — Carl Berquist and Meg Crofton — have “relevant business experience” and would collectively own 30% of Cracker Barrel’s stock.
In the presentation, the company outlined not only its disapproval of Biglari’s repeated takeover attempts, but also reiterated the importance of following the “strategic transformation plan” previously outlined by CEO Julie Massino, which the company is “in early innings” of executing. The plan includes brand modernization and revitalization, menu enhancement, investment in digital and off-premises technology, and elevation of both customer and employee experience.
In its latest earnings report last month, Cracker Barrel reported 0.4% same-store sales decline and a modest 0.8% total revenue growth for the quarter, with Massino noting that its new barbell pricing strategy generated stronger flowthrough and higher value perception scores.
As of August 2024, Cracker Barrel owned 724 restaurants in its portfolio, including 658 Cracker Barrel and 66 Maple Street Biscuit Company locations.
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