Proxy advisor: Biglari's Cracker Barrel challenge 'more perfunctory and semantic than piercing and seismic'

Cracker Barrel Old Country Store said late Friday its board has received the support of the three top proxy advisory firms as it seeks to fend off investor and Steak 'n Shake owner Sardar Biglari for a third year running. ISS, Glass Lewis and Egan-Jones all say investors should support the company slate of directors and vote against Biglari's proposal to pay out a $20-per-share special dividend.

From the looks of some of the notes from the proxy advisors, it seems Chairman Jim Bradford and CEO Sandy Cochran have won the communications battle. On top of that, analysts at Glass Lewis said Biglari's push this year lacks the vigor of his previous challenges.

“We find the Dissident's current solicitation, marked by arguments more perfunctory and semantic than piercing and seismic, is perhaps the least compelling of the trio of solicitations for Board representation.”

“We find the Dissident is seeking investor support against a decidedly challenging backdrop: Biglari has failed to generate returns even marginally comparable to Cracker Barrel's peer-leading performance despite a large stake in the Company, does not currently pay dividends to its investors, has twice been decisively rejected by the Company's shareholders, has exhibited poor corporate governance practices and has more recently garnered a significant degree of opposition from its own investors.”