Sardar Biglari, the largest shareholder and director nominee at Cracker Barrel Old Country Store, is calling on the company to launch an independent investigation into whether the restaurant chain has been mischaracterizing the professional experience of chairman-in-waiting Jim Bradford.
In a letter to the Cracker Barrel board, Biglari points out that company CEO Sandy Cochran has repeatedly referred to Bradford, the dean of Vanderbilt's Owen Graduate School of Management since 2004, as the former CEO of a company listed on the New York Stock Exchange. Cracker Barrel's proxy filings have done the same, but Biglari points out that the company in question — glass manufacturer AFG Industries — was taken private by an investor group for $885 million in 1988. Bradford was president and CEO of the company from 1992 to 1999.
Bradford, 65, was named to the Cracker Barrel board in July of 2011. Earlier this year, he was tapped to take over in November as chairman from former CEO Mike Woodhouse. Biglari now wants the brakes put on that plan.
"If Mr. Bradford has embellished his professional record, we believe this undermines his credibility," Biglari wrote in his letter. "Therefore, the Board must determine whether Mr. Bradford should continue in his present capacity. After all, it is Mr. Bradford's, Ms. Cochran's and the full Board's responsibility to ensure the accuracy of the Company's public filings and statements. A Board must exercise diligence and care; such a material inaccuracy would be a failure on the part of the Board of Directors, especially the Nominating and Corporate Governance Committee, reflecting poorly on the entire Board's governance process."
Cracker Barrel officials on Monday morning said they are reviewing Biglari's letter and will respond in due course.
"We hope that the Board can provide shareholders with a satisfactory explanation. In order to do so, we call upon the Board to conduct immediately an independent investigation to understand whether Mr. Bradford misrepresented his prior position to the Board and thereby led Ms. Cochran to misrepresent Mr. Bradford's credentials to the public," Biglari wrote. "The investigation should also determine whether the Company's Code of Business Conduct and Ethics has been violated."
Shares of Cracker Barrel (Ticker: CBRL) were up slightly in early trading Monday. Year to date, they've climbed more than 30 percent.
- BRASWELL, ROBERT
- GARRETT, JOHNNY C EXECUTOR; GARRETT, JOHNNY C IV EXECUTOR; GARRETT, ANN BIGGER ESTATE; GARRETT, TIMOTHY M EXECUTOR
- GARRETT, TIMOTHY M EXECUTOR; GARRETT, ANN BIGGER ESTATE; GARRETT, JOHNNY C EXECUTOR; GARRETT, JOHNNY C IV EXECUTOR
- GARRETT, JOHNNY C IV EXECUTOR; GARRETT, JOHNNY C EXECUTOR; GARRETT, ANN BIGGER ESTATE; GARRETT, TIMOTHY M EXECUTOR