It's official: Sardar Biglari will have to do it the hard way.
The board of Cracker Barrel Old Country Store on Tuesday filed a preliminary proxy statement that endorsed a 10-person slate of sitting directors. Not on the list because talks between Cracker Barrel and Biglari, who owns 18 percent of the company, broke down last week is anybody affiliated with the CEO of Steak 'n Shake. Cracker Barrel had offered to endorse two candidates nominated by Biglari, but he wants to personally come on board and bring his No. 2, Phil Cooley, with him.
The result of the impasse is that the top 10 votegetters at the Nov. 15 annual meeting will be elected. In their proxy statement, Cracker Barrel officials state their case for their chosen 10 and point how the company's board has been overhauled in the past year and a half, bringing in "fresh perspective."
“We believe these directors also bring to the Board a diverse and complementary mix of experience and expertise both in the restaurant and related industries and elsewhere, and that they will continue to contribute substantial executive leadership and insight from their respective fields to a stronger Board of Directors that will be well-suited to lead the Company into the future,” their statement reads. “We believe that each of our ten nominees has professional experience in areas that are highly relevant to our strategy and operations and offers valuable leadership skills and diverse insight at a critical time for the Company.”
Something else to watch come mid-November will be how shareholders vote on Cracker Barrel's poison pill, which limits individual investors' stakes to 20 percent. Investors shot down a similar plan last December but the board adopted a new one in April after Biglari pushed his stake past 16 percent.
Shares of Cracker Barrel (Ticker: CBRL) were up about 1 percent to $65.60 in Tuesday afternoon trading. Year to date, they're up almost 30 percent.