Cracker Barrel Reports Rejection of Proposed Nominations of Biglari-Cooley, Says Mitchell to Retire

Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company")(Nasdaq: CBRL) today announced that the Board received notice from Martha M.Mitchell that she will retire from the Cracker Barrel Board of Directors atthe end of her current term and will not stand for election at the 2013 AnnualMeeting. Ms. Mitchell has served on the Board since 1993. She currently servesas Chair of the Board's Public Responsibility Committee and as a member of theExecutive and Nominating and Corporate Governance Committees. “On behalf ofthe entire Board and the Cracker Barrel family, I want to thank Ms. Mitchellfor her loyal commitment to the Board over these past 20 years. Her dedicationto serving our shareholders and to upholding the values of our Company hasbeen evident in her wise advice and counsel,” said James W. Bradford, Chairmanof the Board and Chairman of the Nominating and Corporate Governance Committeeof the Board. With Ms. Mitchell's decision not to stand for re-election, theBoard has determined to reduce the number of directors to nine at theCompany's upcoming Annual Meeting.Separately, and at the recommendation of its Nominating and CorporateGovernance Committee, the Board also voted unanimously against includingSardar Biglari and Philip Cooley on its slate of Director nominees for its2013 Annual Shareholders Meeting. Misters Biglari and Cooley were nominated byThe Lion Fund II, L.P., an affiliate of Biglari Holdings Inc., for seats onthe Company's Board.In reaching this decision, the Board and the Committee took into considerationmany factors, including the Company's shareholders' significant votes, twoyears in a row, against the proposed candidates presented by Biglari Holdingsand its affiliates; the individuals' backgrounds and qualifications;uncertainty over Mr. Biglari's ultimate agenda; and continued business andlegal concerns over conflicts of interest. After once again thoroughlyreviewing the proposed nominations of Misters Biglari and Cooley, theNominating and Corporate Governance Committee determined that the election ofMr. Biglari and Mr. Cooley is not in the best interests of the Company or itsshareholders.In making its decision, the Board also noted the strong performance of theCompany 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.