UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
| CRACKER BARREL OLD COUNTRY STORE, INC. |
(Name of Registrant as Specified In Its Charter)
|
| |
BIGLARI CAPITAL CORP.
THE LION FUND II, L.P.
BIGLARI HOLDINGS INC.
FIRST GUARD INSURANCE COMPANY
SOUTHERN PIONEER PROPERTY AND CASUALTY INSURANCE COMPANY
BIGLARI REINSURANCE LTD.
BIGLARI INSURANCE GROUP INC.
SARDAR BIGLARI
MILENA ALBERTI-PEREZ
MICHAEL W. GOODWIN
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Biglari Capital Corp.,
together with the other participants named herein (collectively, “Biglari”), has filed a definitive proxy statement and accompanying
GOLD universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the
election of its highly-qualified director nominees at the 2024 annual meeting of shareholders (the “Annual Meeting”) of Cracker
Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”).
Item 1: On November 19, 2024, Biglari
issued the following press release:
Latest Cracker Barrel Claims are Further Proof Change
is Needed
San Antonio, TX, Nov. 19, 2024 /PRNewswire/ -- Biglari
Capital Corp. today issued the following news release.
As we quickly approach the
2024 Annual Meeting on Thursday, November 21st, Cracker Barrel continues to mislead investors. Stockholders do not need to
read between the lines, they only need to read the Company’s actual lines.
| What Cracker Barrel Says about its $700 million plan on the Eve of the Annual Meeting |
What Cracker Barrel Previously Said about its $700 million plan
|
|
“Sardar Biglari continues to misrepresent Cracker Barrel's capital
spending plan. We are NOT spending $600 - $700 million on store remodels over the next three years as Mr. Biglari falsely claims.
Our strategic plan contemplates spending $225 - $325 million in incremental capital (i.e., over and above our normal rates of capital
spending). Store remodels are only a part of this incremental amount. Other investments include improvements to our technology and highly
successful loyalty program in order to drive traffic.”
(November 19, 2024 Press Release) |
“Capital expenditures over the three-year period of fiscal
2025 through fiscal 2027 of approximately $600 million to $700 million, which assumes the Company's store remodel initiative
accelerates significantly following the test of 25-30 stores in fiscal 2025.”
(May 16 Cracker Barrel Press release)
“For the three-year period, we anticipate total capital expenditures
of $600 million to $700 million. This comprises the following amounts per year, approximately $160 million to $180 million in fiscal
2025, approximately $180 million to $220 million in fiscal 2026, and approximately $260 million to $300 million in fiscal 2027.”
(May 16 Cracker Barrel Call – Craig Pommells, CFO Cracker Barrel)
|
The Cracker Barrel investment into technology and
tablets has been mentioned in strategic plans since 2017. Why is the Company failing to execute? Why is the Board failing to provide proper
oversight?
A Recurring Theme: What Cracker Barrel has been
Saying for Seven Years
Fourth Quarter 2017 Cracker Barrel Earnings
Call: “We anticipate that capital expenditures for the year will be in the range of $150 million to $160 million.
The increase in our capital expenditures plan includes …..key initiatives to support our three-year strategic plan. These initiatives
include off-premise, specialty coffee beverages, POS system and server tablets, to name a few.”
What Cracker Barrel Says on the Eve of the Annual Meeting
|
The
Reality |
|
“Carl Berquist and Meg Crofton are change agents for the Board
and the business, while also serving as important sources of stability and institutional knowledge”
(November 19, 2024 Press Release) |
The two directors presided over a near 70% destruction in Cracker Barrel’s
value. That is not a source of stability.
Sardar Biglari has more institutional knowledge of Cracker Barrel and its
operations than any other Director.
|
Cracker Barrel stockholders have a clear choice before
them: take a chance on the two incumbents who have overseen the destruction of almost 70% of the stock’s value or elect the two
people who are best suited to help execute a turnaround and deliver accountability and proper oversight.
Vote the GOLD Card for Milena Alberti-Perez and Sardar Biglari.
Item 2: Also on November 19, 2024,
Biglari issued the following press release:
Cracker Barrel Board Continues to Misrepresent,
says Biglari Capital Corp.
San Antonio, TX, Nov. 19, 2024 /PRNewswire/
-- Biglari Capital Corp. today issued the following news release regarding Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL)
As we quickly approach the 2024 Annual Meeting on
Thursday, November 21st, Cracker Barrel continues to mislead investors. Stockholders do not need to read between the lines,
they only need to read the Company’s actual lines.
What Cracker Barrel says about its $700 million
plan on the
Eve of the Annual Meeting:
“Sardar Biglari continues to misrepresent
Cracker Barrel's capital spending plan. We are NOT spending $600 - $700 million on store remodels over the next
three years as Mr. Biglari falsely claims. Our strategic plan contemplates spending $225 - $325 million in incremental
capital (i.e., over and above our normal rates of capital spending). Store remodels are only a part of this incremental amount. Other
investments include improvements to our technology and highly successful loyalty program in order to drive traffic.” (November
19, 2024 Press Release)
What Cracker Barrel Previously said about its $700
million plan:
“Capital expenditures over the three-year
period of fiscal 2025 through fiscal 2027 of approximately $600 million to $700 million, which assumes the
Company's store remodel initiative accelerates significantly following the test of 25-30 stores in fiscal 2025.” (May 16 Cracker
Barrel Press release)
“For the three-year period, we anticipate
total capital expenditures of $600 million to $700 million. This comprises the following amounts per year, approximately $160 million
to $180 million in fiscal 2025, approximately $180 million to $220 million in fiscal 2026, and approximately $260 million to $300 million
in fiscal 2027.” (May 16 Cracker Barrel Call – Craig Pommells, CFO Cracker Barrel)
The Cracker Barrel investment into technology and
tablets has been mentioned in strategic plans since 2017. Why is the Company failing to execute? Why is the Board failing to provide proper
oversight?
A Recurring Theme: What Cracker Barrel has been
Saying for Seven Years
Fourth Quarter 2017 Cracker Barrel Earnings
Call: “We anticipate that capital expenditures for the year will be in the range of $150 million to $160 million.
The increase in our capital expenditures plan includes …..key initiatives to support our three-year strategic plan. These initiatives
include off-premise, specialty coffee beverages, POS system and server tablets, to name a few.”
What Cracker Barrel Says on the Eve of the Annual
Meeting:
“Carl Berquist and Meg Crofton are
change agents for the Board and the business, while also serving as important sources of stability and institutional knowledge”
(November 19, 2024 Press Release)
The Reality:
The two directors presided over a near 70% destruction
in Cracker Barrel’s value. That is not a source of stability. Sardar Biglari has more institutional knowledge of Cracker Barrel
and its operations than any other Director.
Cracker Barrel stockholders have a clear choice before
them: take a chance on the two incumbents who have overseen the destruction of almost 70% of the stock’s value or elect the two
people who are best suited to help execute a turnaround and deliver accountability and proper oversight.
Vote the GOLD Card for Milena Alberti-Perez and Sardar Biglari.
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