UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Cracker Barrel Old Country Store, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Cracker Barrel Old Country Store, Inc. (the “Company”) used the following investor presentation in meetings with investors beginning on October 16, 2013. This investor presentation was also posted to the “Proxy Contest” section of the Company’s Investor Relations website, investor.crakerbarrel.com.
 Driving
Performance Focused On The Road Ahead
Fall 2013 –
Investor Presentation |
 Important
Additional Information Cracker Barrel Old Country Store, Inc. (the “Company”) urges
caution in considering current trends and earnings guidance disclosed in this
presentation. Except for specific historical information, matters discussed in this presentation
are forward looking statements that involve risks, uncertainties and other factors that may
cause actual results and performance of the Company to differ materially from those expressed or implied in
this discussion. All forward-looking information is provided pursuant to the safe harbor
established under the Private Securities Litigation Reform Act of 1995. More detailed information on risks, uncertainties and
other factors is provided in the Company’s filings with the Securities and Exchange Commission,
press releases and other communications.
Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants
in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters
to be considered at Cracker Barrel’s 2013 Annual Meeting. On October 2, 2013, Cracker Barrel filed a
definitive proxy statement (as it may be amended, the “Proxy Statement”) with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with any such
solicitation of proxies from Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Detailed information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy
Statement, including Annex A thereto. Shareholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement
and other documents filed by Cracker Barrel with the SEC for no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the Investor Relations section of
our corporate website at www.crackerbarrel.com. |
 Table of
Contents I.
Cracker Barrel’s Track Record of Success
II.
An Unparalleled Guest Experience
III.
The Results
IV.
Special Dividend Proposal
V.
Biglari’s Corporate Governance Record Continues to Concern Us
Appendix |
 I.
Cracker Barrel’s Track Record of Success |
 Cracker
Barrel’s
Heritage
–
Pleasing
People
Since
1969
Source: Public filings, Technomic, and Company website
(1) Percentages represent each day-part’s percentage of
restaurant sales in FY2013. (2) Brands include:
Applebee’s, Bob Evans, Chili’s, Denny’s, IHOP, Olive Garden, Outback, Red Lobster, and Steak ‘n Shake.
Highly differentiated concept providing wholesome
connections to guests
625 old-fashioned country stores welcome ~215 million
guests a year
~$2.64bn in annual revenues; ~20% of annual revenues
coming from retail business
Welcome break for travelers across 42 states
Lunch
Breakfast
Dinner
Technomic Brand Metrics Study -
Brand Uniqueness
The Cracker Barrel Concept
Diversified
Menu and Meal Offerings
Delivering a Recognized Guest
Experience
Cracker Barrel is Perceived to be
More
Unique
Than
Competitors
2
1 |
 Since
2011 Initial Announcement of Strategic Priorities, CBRL’s Share Price Is
Up 159%... Source: Public filings, Bloomberg, and IBES
Note: 12-Sep-2011 represents the day prior to announcement of
Strategic Priorities on 13-Sep-2011. Proxy fight related annotations shaded green.
$39.86
$ 103.18
$30
$40
$50
$60
$70
$80
$90
$100
$110
Sep-2011
Jan-2012
May-2012
Sep-2012
Jan-2013
May-2013
Sep-2013
12-Sep-2011 to 30-Sep-2013
13-Sep-2011
New CEO
Sandy Cochran
announces
Strategic
Priorities
22-Nov-2011
CBRL
reports Q1
2012 Results:
Exceeds IBES quarterly EPS estimates
Quarterly Comparable Restaurant Sales
dining index
20-Dec-2011
A majority of
votes
cast by
shareholders
(~74% of non-
Biglari shares)¹
are for CBRL's
slate of directors
21-Feb-2012
CBRL reports Q2 2012 Results:
Exceeds IBES quarterly EPS estimates
Quarterly Comparable Restaurant Sales
dining index
19-Sep-2012
CBRL reports Q4 and FY 2012 Results:
Exceeds IBES quarterly EPS estimates
Quarterly Comparable Restaurant Sales
22-May-2012
CBRL reports Q3 2012 Results:
Exceeds IBES quarterly EPS estimates
Quarterly Comparable Restaurant Sales
dining index
15-Nov-2012
A
majority
of
votes
cast
by
shareholders
(~90% of non-Biglari
shares)¹
are for CBRL's
slate of directors,
an even
higher percentage than
2011 vote
29-Nov-2012
CBRL reports Q1 2013 Results:
Exceeds IBES quarterly EPS estimates
Quarterly Comparable Restaurant Sales
dining index
26-Feb-2013
CBRL reports Q2 2013 Results:
Exceeds IBES quarterly EPS estimates
Quarterly Comparable Restaurant Sales
index
03-Jun-2013
CBRL reports Q3 2013 Results:
Exceeds IBES quarterly EPS estimates
Quarterly Comparable Restaurant Sales
index
18-Sep-2013
CBRL reports Q4 and FY 2013 Results:
Exceeds IBES quarterly EPS estimates
Quarterly Comparable Restaurant Sales
dining index
index
outperform Knapp-Track™ casual dining
outperform Knapp-Track™ casual
outperform Knapp-Track™ casual
outperform Knapp-Track™ casual
outperform Knapp-Track™ casual
outperform Knapp-Track™ casual
(1) Percentages based on number of shares voted excluding shares controlled by Biglari Holdings and
its affiliates.
outperform Knapp-Track™ casual dining
outperform Knapp-Track™ casual dining
|
 Cracker Barrel
Peer Set
S&P 500 Restaurant Index
S&P 600 Restaurant Index
S&P 1,500 Restaurant Index
S&P 500 Index
…Dramatically Outperforming Benchmarks
80%
90%
100%
110%
120%
130%
140%
150%
160%
Oct-2012
Nov-2012
Jan-2013
Mar-2013
May-2013
Jul-2013
Sep-2013
70%
100%
130%
160%
190%
220%
250%
280%
Sep-2011
Jan-2012
May-2012
Sep-2012
Jan-2013
May-2013
Sep-2013
1-Oct-2012
to 30-Sep
-2013
12-Sep-2011 to 30-Sep-2013
Source: Bloomberg as of 30-Sep-2013 Note: Peer Set
includes BH, BOBE, EAT, CAKE, DRI, DENN, RT, TXRH. S&P 500 Restaurant Index includes the restaurant companies in the S&P 500 Index: CMG, DRI, MCD,
SBUX, YUM. S&P 600 Restaurant Index includes the restaurant companies in the S&P 600
Index: BJRI, BH, BWLD, CEC, CBRL, DIN, JACK, PZZA, RRGB, RT, RUTH, SONC, TXRH.
S&P 1,500 Restaurant Index includes the restaurant companies in the S&P 1,500 Index: BJRI, BH, BOBE, EAT, BWLD, CEC, CAKE, CMG, CBRL, DRI, DIN, DPZ, JACK,
MCD, PNRA, PZZA, RRGB, RT, RUTH, SONC, SBUX, TXRH, WEN, YUM. All indices market capitalization
weighted.
(1)
12-Sep-2011 represents the day prior to announcement of Strategic Priorities on
13-Sep-2011.
Trailing Twelve Months
1
Since Announcement of Strategic Priorities |
 Since
Announcing Strategic Priorities, CBRL Has Generated Tremendous Shareholder
Value Source: Public filings and Bloomberg
Note: 12-Sep-2011 represents the day prior to announcement of Strategic
Priorities on 13-Sep-2011. Years relate to CBRL fiscal years. ($ in
millions) $ 915.8
$ 1,485.4
$ 67.8
$ 18.5
$ 2,487.5
12-Sep
2011
02-Aug-2013
Total
Shareholder
Value
$1,571.7
CBRL Equity
Market Cap.
2013 Increase
in CBRL Equity
Market Cap.
2012 Increase
in CBRL Equity
Market Cap.
Dividends Paid
Shares
Repurchased
Fiscal Year 2012
Fiscal Year 2013 |
 Consistently Improving Adjusted Earnings Per Share
$ 5.60
$ 3.62
$ 3.81
$ 4.34
$ 4.97
$ 5.80
$ 0.00
$ 1.00
$ 2.00
$ 3.00
$ 4.00
$ 5.00
$ 6.00
2010
2011
2012
2013
2014 Guidance Range
rd
Source: Public filings
Note:
EPS
numbers
adjusted
for
53
week
in
2012,
and
all
years
adjusted
for
proxy
contest
expenses,
tax
reinstatements,
severance
and
restructuring
charges
where
applicable.
Please see Appendix for reconciliation of GAAP basis operating results to adjusted
non-GAAP operating results. 2014 Guidance Range as publicly announced on 18-Sep-2013.
Years relate to CBRL fiscal years. |
 Despite
Two Shareholder Votes In Favor of CBRL Nominees and Strong Business
Performance… We Are Here Again
…While CBRL Continues to Deliver Strong Performance for Shareholders
Generating
superior
returns
for
shareholders
–
Delivered
~65%
in
Total
Shareholder
Return
in
fiscal
year
2013
and
~172%
since
the
initial
announcement
of
its
six
strategic
priorities
in
September
2011
Returning
~$68
million
in
cash
dividends
to
its
shareholders
during
the
past
two
fiscal
years
and
tripling
the
quarterly
dividend
since
November 2011
Returning
~$18.5
million
in
cash
through
share
repurchases
during
the
past
two
fiscal
years
Seven
consecutive
quarters
of
positive
comparable
store
traffic,
restaurant
sales
and
retail
sales,
and
outperforming
the
Knapp-Track
casual
dining
index
Ranking
first
in
the
Company’s
category
for
Nation’s
Restaurant
News’
consumer
survey
three
years
in
a
row
Despite Being Rejected by a Significant Margin of Votes Cast by CBRL Shareholders in
Each of the Last Two Years, Sardar
Biglari
Remains
Insistent
in
His
Campaign
Against
Cracker
Barrel…
2011
Votes
Cast
by
non-Biglari
Shareholders
1
2012
Votes
Cast
by
non-Biglari
Shareholders
1
Cracker Barrel
Nominees ~74%
Biglari Nominees
~26%
Cracker Barrel
Nominees ~90%
Biglari Nominees
~10%
2
3
TM
(1)
Percentages based on number of shares voted excluding shares controlled by Biglari Holdings and its
affiliates. (2)
Total Shareholder Return calculated by share price appreciation and dividends paid (assumes
dividends paid are re-invested into the stock (purchasing more shares) on the ex-date of the dividend).
(3)
12-Sep-2011 represents the day prior to announcement of Strategic Priorities on
13-Sep-2011. Market data as of 30-Sep-2013.
Source: Public filings and Bloomberg |
 II.
An Unparalleled Guest Experience |
 Review
of 2013 Business Priorities and Accomplishments Refresh Select Menu
Categories Grow Retail Sales with Unique Merchandise
Build on Successful Handcrafted Marketing Campaign
Invest In and Leverage Technology
Expand the Brand Through eCommerce and Licensing
Continued Focus on Shareholder Return
1
2
3
4
5
6 |
 Refresh
Select Menu Categories Value
Reinforced the affordability of Country Dinner Plates,
satisfying guests’
needs for more affordable options
Over 10 entrée choices with two sides and bread service at a
$7.69 price point, as well as seasonal promotions of
additional entrée choices
Better-For-You
Wholesome Fixin’s
Key Menu Initiatives Focused on Satisfying Guests’
Needs for Affordable Options,
Healthier Items and Customizable Choices
1
—
New menu category focused on healthier items that provide
flavorful and fresh options for under 500 calories at breakfast and
under 600 calories at lunch and dinner
—
Tested throughout the year and added to core menu in the first
quarter of fiscal 2014
—
Four new healthy sides permanently added to the core menu:
Fresh Steamed Broccoli, Mixed Seasonal Vegetables, Cheese
Grits and Fresh Seasonal Fruit |
 Grow
Retail Sales with Unique Merchandise Under leadership of Senior Vice
President of Retail, Laura Daily, who joined the Company in May 2012, there
is an increased focus on merchandising assortment and an increased number of
themes Developed collections with broad generational appeal and unique /
nostalgic product assortments. Examples include our Horse theme and
Guys Garage theme, both of which consisted of a variety of gifts,
accessories and home décor items
One of the Company’s strongest retail categories, women’s apparel and
accessories, continued to see growth throughout the year
Source: Public filings
Note: Years relate to CBRL fiscal years.
2
Key Focus Areas
Unique Retail Merchandise
Driving Strong Annual
Comparable Store Retail Sales
1.6%
2.9%
2012
2013 |
 (3.8)%
1.1 %
0.6 %
1.4 %
0.8 %
0.2 %
0.7 %
0.6 %
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Build on Successful Handcrafted Marketing
Campaign
Refreshed ~1,600 billboards to focus on Handcrafted by Cracker
Barrel
advertising
campaign
—
~300 billboards display sharp price point messaging around $5.99
Daily Lunch Specials or $7.69 Country Dinner Plates
Continued with Handcrafted by Cracker
Barrel
media
advertising,
using
national
cable to drive brand awareness and spot
radio to deliver product news during busy
holiday and summer seasons
Engaged with guests through exclusive music
program with sponsorships of Josh Turner’s
“Live Across America”
and Brad Paisley’s
“Beat This Summer”
tours
Handcrafted by Cracker Barrel
National Television Commercial
Key Focus Areas
Driving Strong Quarterly Comparable Store Traffic
Source: Public filings
Note: Years relate to CBRL fiscal years.
Cracker Barrel Exclusive
Special Edition Album
3
2012
2013 |
 Invest
In and Leverage Technology Adopted improvements to labor system and processes
to increase hourly labor productivity and reduce administrative
work for the management team, allowing them more time for
guest interaction
Source: Public filings
Increased Productivity
Implemented New Merchandise Planning System
Implemented new merchandise planning system to better
manage product purchasing for retail stores, allowing the
Company to take advantage of opportunistic buys for current
trends and move more products through retail stores
Enhanced Food Production System
Implemented second phase of food production planning
system, which has reduced food waste by better matching
daily production to demand
4
Focused on Initiatives to Reduce Costs and Improve the Guest Experience
Adj. Operating Income as % Sales
1
6.9 %
7.4 %
7.8 %
2011
2012
2013
(1) Figures adjusted for 53 week in 2012, and all years adjusted for proxy
contest expenses, tax reinstatements, severance and restructuring charges where applicable. Please see
Appendix for reconciliation of GAAP basis operating results to adjusted non-GAAP operating
results. Years relate to CBRL fiscal years.
rd |
 Expand
the Brand Through eCommerce and Licensing
While expected to be a small part of retail sales in fiscal 2014, the Company is
investing in its eCommerce infrastructure to establish a platform for
long-term sales growth eCommerce
Initiatives
Licensing
Initiatives
During week of October 7, 2013, the first shipment of seven licensed products
under the CB Old Country Store brand were sent to grocery stores and mass
merchandisers Products, under the CB Old Country Store brand, include maple
and smoked bacon, spiral ham and four types of lunch meat: oven roasted
turkey, smoked turkey, smoked ham, and honey ham –
5 |
 Continued Focus on Shareholder Return
Paid
~$45
million
in
total
cash
dividends
–
driven
by the
tripling of the quarterly dividend since September 2011
Repurchased ~$3.6 million of shares
Repaid ~$125 million in long term debt
Opened eight new stores
Reinvested ~$74 million in the Company through capital
expenditures
Source: Public filings and Bloomberg
Note: Market data as of 30-Sep-2013.
(1)
Dividend Yield calculated as latest annualized dividend per share divided by share price as of
30-Sep-2013. (2)
LTM Dividend Payout Ratio calculated by annualizing latest paid quarterly dividend per share divided
by LTM adjusted diluted earnings per share or diluted earnings per share from continuing
operations per respective peer. For CBRL, please see Appendix for reconciliation of GAAP basis operating results to adjusted non-GAAP operating results.
(3)
Quarterly dividends per share shown at declared dates of increases to quarterly dividend since
26-May-2011, which represents dividend per share prior to announcement of Strategic
Priorities on 13-Sep-2011. Latest declared quarterly dividend was $0.75 on 26-Sep-2013.
3
1,2
Quarterly
Dividend
per
Share
Since
September
2011
Additional
Focus
on
Shareholder
Return
in
Fiscal
Year
2013
Shareholder-Focused Dividend Policy |
 III.
The Results |
 CBRL Has
Delivered Best in Class Total Shareholder Return Over Past Year
Source: Bloomberg
Note: Total Shareholder Return calculated by share price appreciation and
dividends paid (assumes dividends paid are re-invested into the stock (purchasing more shares) on the
ex-date of the dividend).
(1) Darden share price appreciation bar not to scale.
1 |
 Continued Strong Operating Performance
YOY Growth %
6.0%
2.5%
YOY Growth %
8.5%
7.4%
Margin %
11.1%
11.4%
11.9%
($ in millions)
$ 2,434
$ 2,580
$ 2,645
2011
2012
2013
$ 271
$ 294
$ 316
2011
2012
2013
Total Revenue
Adjusted
EBITDAR¹
rd
(1) Figures adjusted for 53 week in 2012, and all years adjusted for proxy contest
expenses, tax reinstatements, severance and restructuring charges where applicable. Please see
Appendix for reconciliation of GAAP basis operating results to adjusted non-GAAP operating results. Rent expense excludes advertising related billboard rentals expenses.
Source: Public filings
Note: Years relate to CBRL fiscal years.
|
 Acceleration of Comparable Store Restaurant Sales
TM
Cracker Barrel vs.
Knapp-Track™
(2.5)%
1.3%
2.1%
3.5%
3.6%
4.2%
3.1%
4.5%
Outperformed
Knapp-Track
TM
Casual
Dining
Index
For
The
Last
Seven
Quarters
Cracker Barrel Comparable Restaurant Sales
Source: Public filings and Knapp-Track™ Note:
Knapp-Track™ Casual Dining Index Comparable Sales figure is an approximation based on respective weekly averages. Quarters relate to Cracker Barrel’s fiscal year. Knapp-Track
Casual
Dining
Index
Comparable
Sales
(1.6)%
3.5 %
3.1 %
3.8 %
3.3 %
3.3 %
3.1 %
2.6 %
0.9 %
2.2 %
1.0 %
0.3 %
(0.3)%
(0.9)%
(0.0)%
(1.9)%
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
2012
2013 |
 Delivering an Outstanding Guest Experience
Note: Brands include: Applebee’s, Bob Evans, Chili’s,
Denny’s, IHOP, Olive Garden, Outback, Red Lobster, and Steak ‘n Shake.
(1) Denotes rating significantly lower than Cracker Barrel at the 95% level
of confidence (base: approx. 930 respondents per chain). Leader in Eight of
Ten Categories Source:
Technomic
Consumer
Brand
Metrics
Study
Q1
2011
–
Q1
2013 |
 1
2
3
4
5
Updated Business Priorities to Continue Driving
Performance Through 2014
Focus on Better-For-You menu
additions and reinforce
everyday
value
Introduce Better-For-You
menu items with our
Wholesome Fixin's
program launch
Increase value proposition with menu and process
adjustments
designed to increase overall guest
satisfaction while maintaining
our affordable price points
Continue messaging in
support of
the brand, menu,
and merchandise
Continue
“Handcrafted”
marketing
campaign
with
additional
national television during the first quarter to
support the
Wholesome Fixin's launch
Drive retail sales with quality,
depth, and breadth of the
merchandise assortment
Increase the quality and number of themes
Create consistency with promotions and inventory
pipeline to
smooth the sales curve
Focus on improving operations
and margins by applying
technology and process
improvements
Evolve the employee and guest experiences
Implement technology to improve through-put,
efficiencies and food
quality
Streamline processes to increase labor productivity
Maximize long-term total
shareholder value
Grow the sustainable quarterly dividend over time
Reinvest capital in the business to support existing
stores and
expand the footprint with modest new unit
growth
Extend the brand outside the four walls |
 IV.
Special Dividend Proposal |
 Why You
Should Vote Against the $20 Per Share Special Dividend Proposal
In
response
to
Biglari's
proposed
call
of
special
meeting
for
shareholder
advisory
vote
on
a
$20
per
share
Special
Dividend,
the
Board
determined to include the proposal on the Annual Meeting ballot with a
recommendation that shareholders vote AGAINST the proposal The Company
currently deploys meaningful funds for capital expenditures related to existing stores, new store development, improvement
initiatives
and
other
appropriate
investments
in
order
to
ensure
the
long-term
success
and
future
growth
of
the
business
A $20 per share Special Dividend, representing an aggregate amount of more than
$475 million, would require a substantial increase in leverage and in the
Company’s risk profile. Such leverage would reduce the Company’s flexibility to both deal with contingencies and continue
to invest in and grow the business in a way that the Board believes increases
long-term results and enhances total returns to all shareholders The
Board
believes
that
the
Company’s
policies
have
strongly
supported
the
generation
of
significant
cash
from
its
operating
business, allowing the Company to triple the annual dividend from November 2011 to
today, while maintaining a prudent risk profile and allowing the operating
results to significantly enhance the growth in its stock price The
Board
is
keenly
focused
on
effective
capital
allocation
that
delivers
long-term
value
to
all
shareholders
and
will
continue
to
assess on a regular basis the Company’s capital allocation policy, including all
alternatives to return capital to shareholders as well as to continue to make
important investments in the core business The Board Recommends That You Vote
AGAINST This Proposal Background
Board’s
Rationale
and
Why
You
Should
Vote
AGAINST
This
Proposal |
 V.
Biglari’s Corporate Governance Record
Continues to Concern Us |
 We
Believe Biglari’s Corporate Governance Track Record Would Not Be Right
for This Board Source: Public filings
Note: Please see following pages for additional detail.
Sardar Biglari used Biglari Holdings' funds to obtain personal voting control of
~15% of Biglari Holdings shares
Biglari Holdings transferred ~3.8 million shares of CBRL stock to The Lion Fund
(which is controlled by Sardar Biglari) with a 5-year lock-up
—
This
restructuring
transferred
control
over
an
asset
that
constituted
~58%
of
Biglari
Holdings’
market
cap
from
the
public company to The Lion Fund controlled by Sardar Biglari
Biglari
Holdings
entered
into
a
Trademark
License
Agreement
with
Sardar
Biglari
which
requires
the
Company
to pay Sardar Biglari 2.5% of revenues
per year upon certain events such as Sardar Biglari’s termination from
the Company or a Change of Control
Biglari has engaged in several other transactions which we believe are
self-interested 1
2
—
2.5%
of
Biglari
Holdings’
FY2012
revenues
was
~$18
million
—
This includes changing his compensation structure (potentially circumventing the
compensation cap), repeatedly proposing a dual class structure at Biglari
Holdings, and completing a rights offering that diluted non-participating
shareholders, among others
(1)
Percentage represents value of ~4.0mm CBRL shares held in The Lion Fund II ($103.18
per share) divided by BH market capitalization of $711mm as of 30-Sep-2013.
(2)
See definition of revenue and additional detail on slide 29.
|
 We
Believe Biglari’s Corporate Governance Track Record Would Not Be Right
for This Board (Cont.) Source: Public filings
Note: Diagram
simplified
for
illustrative
purposes.
References
to
The
Lion
Fund
denote
The
Lion
Fund
I,
L.P.
(1)
Biglari Holdings Schedule 13D/A, filed 24-Sep-2013.
(2)
Biglari Holdings Form 10-K, filed 10-Dec-2012, page 18.
Sardar Biglari Used Biglari Holdings' Funds to Obtain Personal Voting Control of
~15% of Biglari Holdings Shares General Partner
~1%
2010 Cash
Investment
Limited
Partnership
Interests
In 2010, Biglari Holdings invested ~$36mm in The
Lion
Fund
2
and
The
Lion
Fund
acquired
~15%
of
Biglari Holdings shares
The General Partner of The Lion Fund is Biglari
Capital Corp., which Sardar Biglari acquired in
July 2013
Sardar Biglari claims voting and investment power
over
the
BH
shares
1
~15% of
BH
Shares
1
Biglari
Holdings
The Lion
Fund
Sardar
Biglari
1 |
 In
July and September 2013, Biglari Holdings undertook a series of complicated restructurings which included, among other things, Biglari
Holdings transferring ~3.8 million shares of CBRL stock to The Lion Fund with a
5-year lock-up —
Under the
terms
of
the
partnership
agreement
with
The
Lion
Fund,
CBRL
shares
contributed
to
The
Lion
Fund
are
subject
to
a
five-
year lock-up period; any distribution upon BH’s withdrawal of funds will
be paid out over two years We Believe Biglari’s Corporate Governance Track
Record Would Not Be Right for This Board (Cont.)
(1)
Percentage represents value of ~4.0mm CBRL shares held in The Lion Fund II ($103.18 per share) divided
by BH market capitalization of $711mm as of 30-Sep-2013.
(2)
Per Biglari Holdings public filings; Revenues means all revenues received, on an accrual basis under
GAAP, by Biglari Holdings, its subsidiaries and affiliates from the following: (1) all Products
and Services covered by the License Agreement bearing or associated with the names Biglari and Biglari Holdings at any time (whether prior to or after a Triggering Event). This
category would include, without limitation, the use of Biglari or Biglari Holdings in the public name
of a business providing any covered Product or Service; and (2) all covered Products, Services
and businesses that Biglari Holdings has specifically identified, prior to a Triggering Event, will bear, use or be associated with the name Biglari or Biglari Holdings. Brands. On 14-
May-2013, Biglari Holdings, Steak n Shake, and Steak n Shake Enterprises entered into a Trademark
Sublicense Agreement. Accordingly, revenues received by Biglari Holdings, its
subsidiaries and affiliates from Steak n Shake’s restaurants, products and brands would come
within the definition of Revenues for purposes of the License Agreement.
(3)
Percentage represents net earnings attributable to Biglari Holdings divided by total net revenues for
FY2012 as disclosed by Biglari Holdings.
Source: Public filings
Note: References to The Lion Fund denote The Lion Fund II, L.P.
A “Triggering Event”, such as a change of control or certain conditions
under which Sardar Biglari leaves BH, will entitle Sardar Biglari
to
receive
a
royalty
of
2.5%
of
revenues
for
at
least
five
years;
Biglari
Holdings’
FY2012
Net
Income
margin
was
~2.9%
This restructuring
transferred
voting
and
investment
control
over
an
asset
that
constituted
~58%
of
Biglari
Holdings’
market
cap
from the public company to Sardar Biglari, who acquired the General Partner of The
Lion Fund from Biglari Holdings We Believe Biglari Has Engaged in Several
Other Self-Interested Transactions – Increasing His Control
3
1
2
In January 2013, Biglari Holdings entered into a Trademark License Agreement with
Sardar Biglari, in which Sardar Biglari granted to Biglari Holdings
an
exclusive
license
to
use
the
name
“Biglari”
with
an
expiration
of
twenty
years |
 Prior to
the July 2013 restructuring Sardar Biglari’s compensation was subject to a shareholder-approved cap
—
In FY2012, Sardar Biglari received the maximum bonus payment possible, primarily
driven by investment gains in CBRL —
At
Biglari
Holdings’
2013
Annual
Meeting,
a
non-binding
advisory
“say
on
pay”
vote
failed
by
a
margin
of
~46%
against
to
~33%
for,
with
~21% of shareholders abstaining
The July 2013 restructuring may serve to circumvent this incentive compensation
cap —
As General Partner of The Lion Fund, Biglari Capital Corp. (owned by Sardar
Biglari) will receive an incentive reallocation equal to 25% of the
net
profits
allocated
to
the
limited
partners
(including
Biglari
Holdings)
in
excess
of
their
applicable
hurdle
rate
–
including
investment
gains
on
the
CBRL
shares
transferred
to
The
Lion
Fund
–
without
a
compensation
cap
We Believe Biglari’s Corporate Governance Track Record Would
Not Be Right for This Board (Cont.)
Source: Public filings
Note: References to The Lion Fund denote The Lion Fund II, L.P.
(1)
(2)
We Believe Biglari Has Engaged in Several Other Self-Interested Transactions
– Compensation
1
2
Biglari Holdings Schedule 14A, filed 27-Feb-2013, page 21.
Biglari Holdings Form 8-K, filed 3-Jul-2013.
|
 In
September 2012, Biglari Holdings agreed to pay an $850,000 civil penalty to resolve a Federal Trade Commission complaint for failing to comply
with the Hart-Scott-Rodino Act in amassing its initial position in Cracker
Barrel Biglari Holdings has regularly proposed a dual class structure of high
vote / low vote stock at Biglari Holdings —
Biglari Holdings delayed or adjourned a special meeting to authorize the dual
class structure three times —
Ultimately, Biglari Holdings stated it had postponed a special meeting to
implement a dual class structure and conducted a rights offering as an
alternative;
however,
Biglari
Holdings
noted
should
it
be
unable
to
effectuate
a
dual
class
structure,
Biglari
Holdings
expects
to
conduct
additional
rights
offerings
Biglari Holdings announced the completion of a rights offering on September 16,
2013 —
The
Rights
Offering,
which
was
at
a
36%-38%
discount
of
to
market
1
,
required
existing
shareholders
to
participate
in
the
offering
in
order
to
prevent
dilution of their ownership stake
In
July
2013,
as
part
of
the
restructuring,
Sardar
Biglari
acquired
100%
of
the
stock
of
Biglari
Capital
Corp.
for
~$1.7
million
2
,
an
asset
that
Biglari
Holdings
previously
purchased
from
Sardar
Biglari
in
2010
for
~$4.1
million
3
We Believe Biglari’s Corporate Governance Track Record Would
Not Be Right for This Board (Cont.)
(1)
Per Biglari Holdings prospectus filed on 22-Aug-2013; the subscription price per share
represents a discount of approximately 36.8% from $419.07, the average of the closing prices of
BH common stock over the 31-trading day period ended 6-Aug-2013, the last trading day
immediately prior to the announcement of this offering, and a discount of approximately 38.2%
from $428.47, the closing price of BH common stock on 6-Aug-2013. Based on subscription
price of $265.00 per whole share. (2)
Biglari Holdings Form 8-K, filed 3-Jul-2013.
(3)
Biglari Holdings Form 10-K, filed 13-Dec-2010.
Source: Public filings
Other Corporate Governance Matters at Biglari Holdings
|
 Cracker
Barrel’s Operating Performance Has Outshined Biglari’s Steak ‘n
Shake Business… ($ in thousands)
…While
Cracker
Barrel
Has
Experienced
Improvement
in
Earnings
per
Store
3
Steak ‘n Shake Earnings per Store Have Fallen Since These Proxy Fights
Began... 2
(1)
Per Biglari Capital Corp.’s definitive proxy statement filed on 8-Oct-2013.
(2)
Earnings per Store as measured by Steak ‘n Shake’s earnings before income taxes and
noncontrolling interests as reported by BH over period average store count. Quarters relate to BH fiscal year.
(3)
Earnings per Store as measured by Cracker Barrel’s adjusted operating income as reported by CBRL
over period average store count. Please see Appendix for reconciliation of GAAP basis
operating results to adjusted non-GAAP operating results. Quarters relate to CBRL fiscal year.
Source: Public
filings Note: Time frames referenced relate to ending month of respective quarter. Quarters represent
last three reported quarters per respective company. Metrics used to show approximate trend in Earnings per Store for
both businesses, metrics do not use identical methodology due to lack of publicly disclosed
information. “We believe operating income per store …
is the metric that more accurately reflects the
Company’s underlying performance and long-term financial
health.” Biglari
Capital
Corp.
(8-Oct-2013)
1 |
 …As
Has Cracker Barrel’s Stock Price Performance Vis-à-Vis
Biglari Holdings
Source: Bloomberg and public filings
Note: 12-Sep-2011 represents the day prior to announcement of
Strategic Priorities on 13-Sep-2011. Cracker
Barrel
Shares
Currently
Account
for
~69%
of
BH’s
Market
Capitalization
70%
100%
130%
160%
190%
220%
250%
280%
Sep-2011
Jan-2012
May-2012
Sep-2012
Jan-2013
May-2013
Sep-2013
12-Sep-
2011 to 30-Sep
-
2013
Cracker Barrel
Biglari Holdings
159%
49%
1
(1) Represents market value of $489mm stake in CBRL ($103.18 per share) owned by Biglari
Holdings and its affiliates divided by BH market capitalization of $711mm as of 30-
Sep-2013.
|
 The
Cracker Barrel Board is Composed of Highly Experienced Individuals Cracker
Barrel’s Outstanding Board Source: Public filings
Board Member
Summary Biography
First Elected
to Board
Independent
Sandy Cochran
President and CEO, Cracker Barrel Old Country Store, Inc.
Former CEO, Books-A-Million, Inc.
2011
Tom Barr
President and COO, Hailo Network, USA
Former Vice President, Global Coffee at Starbucks Corporation
2012
Jim Bradford
(Chairman)
Former Dean of Vanderbilt University's Owen Graduate School of Management
Former President and CEO, AFG Industries, Inc.
2011
Glenn Davenport
President of G.A. Food Service, Inc.
Former Chairman and CEO, Morrison Management Specialists
2012
Dick Dobkin
Former Managing Partner, Tampa, FL office of Ernst & Young, LLP
2005
Norm Johnson
Former Executive Chairman and CEO, CLARCOR Inc.
2012
Bill McCarten
Chairman of the Board, DiamondRock Hospitality Company
Former President and CEO, HMSHost Corporation
2011
Coleman Peterson
President and CEO, Hollis Enterprises, LLC
Former Chief People Officer, Wal-Mart Stores, Inc.
2011
Andrea Weiss
President and CEO, Retail Consulting, Inc.
Former President, dELiA*s Corp.
2003 |
 Analysts
Continue to Comment Favorably on the Strategy Put Forth by the Incumbent Board
and Management Team Source: Publicly available equity research
reports Note: Permission to use quotations neither sought nor
obtained. Emphasis added.
“Under the leadership of CEO Sandy Cochran, management
has taken increasingly proactive steps to enhance its core
and iconic Cracker Barrel brand; refine and increase the
relevancy of its food, service, and retail products; and
improve the marketing of its concept to a broadened
consumer
marketplace.”
Bob Derrington, Wunderlich Securities; 6-Sep-2013
“Cracker Barrel’s EPS results demonstrate that
management’s turnaround efforts continue to
substantially improve the business...
We
believed
that
the
maturity
of
the
brand
was
such
that the sustained and material improvement was beyond reach;
management has proven us very wrong, and our hat is off to
them.”
Bryan Elliot, Raymond James; 4-Jun-2013
“We remain impressed with Cracker Barrel’s strong
operating performance
in
recent
quarters
despite
tough
comparisons,
sluggish industry sales, and macro headwinds for consumers,
including the Social Security payroll tax.”
Joseph Buckley, BofA Merrill Lynch; 3-Jun-2013
“Based on the sales success of CBRL’s new salads, we anticipate
“Wholesome Fixin’s”
will help CBRL not only generate sales
growth (we estimate an incremental 50bps y/y), but also convert
many of the occasional “travel”
customers into everyday
“local”
customers that can visit CBRL more often.”
Stephen Anderson, Miller Tabak; 28-Jun-2013
“We expect CBRL to continue to deliver best-in-class results
relative to its family dining peers, and argue CBRL management
already has addressed Biglari’s concerns about margin
expansion and shareholder returns in the past two years.”
Stephen Anderson, Miller Tabak; 3-Jun-2013
“Cracker Barrel’s management team has successfully
executed plans to grow sales with changes in marketing,
product
flow
and
service.
This
has
occurred
in
an
overall
challenging restaurant sales environment.”
Joseph Buckley, BofA Merrill Lynch; 30-May-2013
|
 It
Appears, Sardar Keeps the Focus on Himself |
 We
Believe You Should Vote the White Proxy Card Because… We have accomplished a great deal over the last two years and have the right Board
and management team in place to continue executing against our stated priorities
We have a strong, capable and experienced Board that is committed to the highest
standards of corporate governance and works diligently to create new opportunities
for enhancing shareholder value via effective capital allocation over the long-term
We offer our guests an unparalleled experience and continue to cater to their needs
by refreshing menu categories, reinforcing affordability and launching a new Better-
For-You offering
The nominees brought, again, by Biglari Holdings and its affiliates are not the right fit
for our Board
We have concerns based upon Biglari’s corporate governance record that his agenda
could harm our shareholders and the Company |
 Appendix |
 Reconciliation of GAAP Basis Operating Results to Adjusted
Non-GAAP Operating Results
Twelve Months Ended August 3, 2012
Twelve Months Ended July 29, 2011
As Reported
Adjustments
1,2
53rd Week
As Adjusted
As Reported
Adjustments
1,2,4,5
As Adjusted
Total Revenue
$ 2,580,195
$ (51,059)
$ 2,529,136
$ 2,434,435
$ 2,434,435
Store Operating Income
337,146
–
(11,093)
326,053
305,778
–
305,778
General and Administrative Expenses
$146,171
(6,863)
(1,370)
137,938
139,222
(2,172)
137,050
Impairment and Store Dispositions, Net
–
–
–
–
(625)
830
205
Operating Income
190,975
6,863
(9,723)
188,115
167,181
1,342
168,523
Interest Expense
44,687
–
(811)
43,876
51,490
(5,136)
46,354
Pretax Income
146,288
6,863
(8,912)
144,239
115,691
6,478
122,169
Provision for Income Tax
43,207
2,027
(2,632)
42,602
30,483
1,707
32,190
Net Income
$ 103,081
$ 4,836
$ (6,280)
$ 101,637
$ 85,208
$4,771
$ 89,979
Earnings
Per
Share
–
Basic
$ 4.47
$ 0.21
(0.27)
$ 4.41
$ 3.70
$ 0.21
$ 3.91
Earnings
Per
Share
–
Diluted
$ 4.40
$ 0.21
(0.27)
$ 4.34
$ 3.61
$ 0.20
$ 3.81
Source: Public filings
(1) Severance, other charges and tax effects related to
organizational changes. (2) Charges and tax effects of
the proxy contest concluded at the Company's annual meeting of shareholders.
(3) Provision
for
taxes
adjusted
to
exclude
the
$2.1
million
prior
year
favorable
effect
of
the
retroactive
reinstatement
of
the
work
opportunity
tax
credit.
(4)
(Charges)
Gain
and
tax
effects
of
impairment
net
of
gain
on
sale
of
property.
(5) Refinancing costs and tax effects related to the
Company's $750 million credit facility. (Unaudited and $ in thousands, except
per share data) Twelve Months Ended August 2, 2013
As Reported
Adjustments
1,2,3
As Adjusted
Total Revenue
$ 2,644,630
–
$ 2,644,630
Store Operating Income
344,786
–
344,786
General and Administrative Expenses
143,262
(5,634)
137,628
Impairment and Store Dispositions, Net
–
–
–
Operating Income
201,524
5,634
207,158
Interest Expense
35,742
–
35,742
Pretax Income
165,782
5,634
171,416
Provision for Income Tax
48,517
3,847
52,364
Net Income
$ 117,265
$ 1,787
$ 119,052
Earning
Per
Share
–
Basic
$ 4.95
$ 0.08
$ 5.02
Earning
Per
Share
–
Diluted
$ 4.90
$ 0.07
$ 4.97 |
 Reconciliation of GAAP Basis Operating Results to Adjusted
Non-GAAP Operating Results (Cont.)
(Unaudited and $ in thousands)
Twelve Months Ended
August 2, 2013
Twelve Months Ended
August 3, 2012
Twelve Months Ended
July 29, 2011
Adjusted
Operating
Income
$ 207,158
$ 188,115
$ 168,523
Depreciation and amortization
66,120
64,467
62,788
Rent
Expense
42,349
41,407
39,572
Adjusted EBITDAR
$ 315,627
$ 293,989
$ 270,883
Note: See full reconciliation on prior page for additional detail.
(1)
See
full
reconciliation
on
prior
page
for
additional
detail
regarding
respective
adjusted
operating
income
figures.
(2)
Rent
expense
excludes
advertising
related
billboard
rentals
expenses.
1
2 |
 Ticker
Company Name
Logo
BH
Biglari Holdings
BOBE
Bob Evans Farms
EAT
Brinker International
CAKE
The Cheesecake Factory
DRI
Darden Restaurants
DENN
Denny’s Corporation
RT
Ruby Tuesday
TXRH
Texas Roadhouse
For purposes of consistency, we are
using the same peer set as last year
We believe this subset of casual
and family dining restaurants
represents the most comparable set
of companies to benchmark Cracker
Barrel’s operational performance
–
Leading casual / family dining
concepts
–
Operational comparability
–
Similar scale
–
Geographical proximity
A Note on Peer Set Used for Benchmarking
Peer Set
Rationale for Inclusion |
 S&P
Restaurant Index Composition Respective S&P Restaurant Index
Constituents Ticker
Company Name
Logo
S&P
500
S&P
600
S&P
1,500
BJRI
BJ’s Restaurants
BH
Biglari Holdings
BOBE
Bob Evans Farms
BWLD
Buffalo Wild Wings
CAKE
The Cheesecake Factory
CBRL
Cracker Barrel Old Country Store
CEC
CEC Entertainment
CMG
Chipotle Mexican Grill
DIN
DineEquity
DPZ
Domino’s Pizza
DRI
Darden Restaurants
EAT
Brinker International
Ticker
Company Name
Logo
S&P
500
S&P
600
S&P
1,500
JACK
Jack in the Box
MCD
McDonald’s
PNRA
Panera Bread Company
PZZA
Papa John’s International
RRGB
Red Robin Gourmet Burgers
RT
Ruby Tuesday
RUTH
Ruth’s Hospitality Group
SBUX
Starbucks
SONC
Sonic
TXRH
Texas Roadhouse
WEN
The Wendy’s Company
YUM
Yum! Brands
Source: Standard & Poor‘s |
 Source: Public filings
Note: Diagrams simplified for illustrative purposes. References to SNS
Operations denote BH wholly owned subsidiary Steak n Shake Operations. Pre-Transaction section calculations use CBRL shares
outstanding of 23,785,827 as of 28-May-2013 per CBRL Form 10-Q filed
3-Jun-2013 and BH shares outstanding of 1,433,783 per BH Form 10-Q filed 14-May-2013. Today section uses CBRL shares
outstanding of 23,885,495 per CBRL’s definitive proxy statement filed on
2-Oct-2013 and BH shares outstanding of 1,720,602 per BH Schedule 13D/A, filed 24-Sep-2013.
(1) Reflects share ownership directly by Biglari Holdings and its wholly owned
subsidiary Steak n Shake Operations. Overview of 2013 Biglari Holdings
Restructuring Pre-Transaction
Today
G.P.
L.P.
<1%
Wholly Owned Subsidiaries
~ 1% of CBRL
~ 14% of BH
~ 19% CBRL
~ 15% BH
~3% CBRL
100%
~1%
~ 17 % CBRL
Wholly Owned
Subsidiary
Sardar
Biglari
Sardar
Biglari
Biglari
Holdings
Biglari
Capital Corp.
Biglari
Holdings
The Lion
Fund, L.P.
Biglari Capital
Corp.
BH / SNS
Operations¹
The Lion
Fund I, L.P.
The Lion
Fund II, L.P.
SNS
Operations |
Set forth below is an e-mail delivered by Sandra B. Cochran, President and CEO of Cracker Barrel Old Country Store, Inc. (the “Company”), to home office employees of the Company. The e-mail was sent after 7 a.m. Central Time on October 16, 2013.
From: Home Office News
Sent: Wednesday, October 16, 2013 8:56 AM
To: Home Office News
Subject: Proxy Update
From Sandy Cochran
On October 3, Cracker Barrel began mailing its proxy statement for our Annual Meeting of Shareholders that will be held on November 13, 2013. Included in that mailing was a letter to our shareholders urging them to elect the Company’s nine nominees to the Board of Directors, and to, once again, vote against the election of Sardar Biglari and Phil Cooley, Biglari Holdings’ and its affiliates nominees. We also urged shareholders to vote against the non-binding, advisory proposal on a $20 per share special dividend, which was publicly proposed by affiliates of Biglari Holdings last month. Further details about this are included in the letter, and in the news release that is attached, which you can also find on Cracker Barrel’s Investor Relations website.
I want to reinforce the fact that we have in place a long-term plan that is designed to fully realize shareholder value through continued operational excellence and by providing the best possible experience for our 240 million guests – an experience that would not be possible without the daily efforts of our 72 thousand dedicated employees. We will continue to keep you updated on developments concerning the proxy contest, and, in the interim, ask you to maintain your strong operational focus to please our guests and support our employees. Thank you for your continued commitment to making sure we deliver on the promise of the Cracker Barrel experience.
Important Additional Information
Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at Cracker Barrel’s 2013 Annual Meeting. On October 2, 2013, Cracker Barrel filed a definitive proxy statement (as it may be amended, the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement, including Annex A thereto. Shareholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Cracker Barrel with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of our corporate website at www.crackerbarrel.com.
Set forth below is an e-mail delivered by Sandra B. Cochran, President and CEO of Cracker Barrel Old Country Store, Inc. (the “Company”), to field management employees of the Company. The e-mail was sent after 7 a.m. Central Time on October 16, 2013.
From: Store Operations
Sent: Wednesday, October 16, 2013 9:02 AM
To: Stores — Restaurant Managers; Stores — Retail Managers
Cc: Retail Regional Vice Presidents; Restaurant Regional Vice Presidents; Retail District Managers; Restaurant District Managers
Subject: From Sandy Cochran: Proxy Update
Importance: High
From Sandy Cochran
On October 3rd, Cracker Barrel began mailing its proxy statement for our Annual Meeting of Shareholders that will be held on November 13, 2013. Included in that mailing was a letter to our shareholders urging them to elect the Company’s nine nominees to the Board of Directors, and to, once again, vote against the election of Sardar Biglari and Phil Cooley, Biglari Holdings’ and its affiliates nominees. We also urged shareholders to vote against the non-binding, advisory proposal on a $20 per share special dividend, which was publicly proposed by affiliates of Biglari Holdings last month. Further details about this are included in the letter, and in the news release that is attached, which you can also find on Cracker Barrel’s Investor Relations website.
I want to reinforce the fact that we have in place a long-term plan that is designed to fully realize shareholder value through continued operational excellence and by providing the best possible experience for our 240 million guests – an experience that would not be possible without the daily efforts of our 72 thousand dedicated employees. We will continue to keep you updated on developments concerning the proxy contest, and, in the interim, ask you to maintain your strong operational focus to please our guests and support our employees. Thank you for your continued commitment to making sure we deliver on the promise of the Cracker Barrel experience.
Important Additional Information
Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at Cracker Barrel’s 2013 Annual Meeting. On October 2, 2013, Cracker Barrel filed a definitive proxy statement (as it may be amended, the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement, including Annex A thereto. Shareholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Cracker Barrel with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of our corporate website at www.crackerbarrel.com.