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Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company")
today announced that the Board received notice from Martha M.
Mitchell that she will retire from the Cracker Barrel Board of Directors at
the end of her current term and will not stand for election at the 2013 Annual
Meeting. Ms. Mitchell has served on the Board since 1993. She currently serves
as Chair of the Board's Public Responsibility Committee and as a member of the
Executive and Nominating and Corporate Governance Committees. “On behalf of
the entire Board and the Cracker Barrel family, I want to thank Ms. Mitchell
for her loyal commitment to the Board over these past 20 years. Her dedication
to serving our shareholders and to upholding the values of our Company has
been evident in her wise advice and counsel,” said James W. Bradford, Chairman
of the Board and Chairman of the Nominating and Corporate Governance Committee
of the Board. With Ms. Mitchell's decision not to stand for re-election, the
Board has determined to reduce the number of directors to nine at the
Company's upcoming Annual Meeting.
Separately, and at the recommendation of its Nominating and Corporate
Governance Committee, the Board also voted unanimously against including
Sardar Biglari and Philip Cooley on its slate of Director nominees for its
2013 Annual Shareholders Meeting. Misters Biglari and Cooley were nominated by
The Lion Fund II, L.P., an affiliate of Biglari Holdings Inc., for seats on
the Company's Board.
In reaching this decision, the Board and the Committee took into consideration
many factors, including the Company's shareholders' significant votes, two
years in a row, against the proposed candidates presented by Biglari Holdings
and its affiliates; the individuals' backgrounds and qualifications;
uncertainty over Mr. Biglari's ultimate agenda; and continued business and
legal concerns over conflicts of interest. After once again thoroughly
reviewing the proposed nominations of Misters Biglari and Cooley, the
Nominating and Corporate Governance Committee determined that the election of
Mr. Biglari and Mr. Cooley is not in the best interests of the Company or its
shareholders.
In making its decision, the Board also noted the strong performance of the
Company under the leadership of its current management team, including:
* Generating superior returns for shareholders – Cracker Barrel delivered
approximately 65% in Total Shareholder Return in fiscal year 2013 and
approximately 165% since the announcement of its six strategic priorities
in September 2011;
* Returning approximately $56 million in cash dividends to its shareholders
during the past two fiscal years (through fiscal Q3 2013) and tripling the
quarterly dividend since November 2011;
* Returning approximately $18.5 million in cash through share repurchases
during the past two fiscal years (through fiscal Q3 2013);
* Six consecutive quarters of positive comparable store traffic, restaurant
sales and retail sales, and outperforming the Knapp-Track^TM casual dining
index; and
* Ranking first in the Company's category for Nation's Restaurant News'
consumer survey three years in a row.
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