With six weeks remaining until Cracker Barrel Old Country Store's annual shareholders' meeting, the restaurant and retail chain's board has made its formal case as to why investors should not support Sardar Biglari's bid for two director spots. The short version: After getting about 29 percent of votes cast last year — a number that included his own 10 percent stake at the time — Biglari hasn't gotten the message. And besides, check out our improved 2012 performance.
Last year, proxy advisory services ISS and Egan-Jones both recommended that shareholders vote for the Company’s entire slate of nominees for the Board. ISS wrote: “In aggregate, the company’s key performance trends, careful executive succession process, and current board renewal efforts strongly suggest that the dissident’s arguments are poorly-founded, and that there is not a compelling need for shareholders to effect board change at this time.” It is important to note that ISS reached this conclusion BEFORE we so successfully delivered on the strategy we had set out, and we believe the facts today provide even stronger support for Cracker Barrel and its management and Board.
Cracker Barrel Old Country Store President and CEO Sandy Cochran and two other top company executives late last week took the opportunity to realize some of the paper gains from a 60 percent-plus rally in the company's stock (Ticker: CBRL) over the past year. Cochran exercised options to buy more than 62,000 shares and then forfeited some of the shares to cover taxes and sold others to cover her costs. The net result: A 45 percent bump in her direct holdings, which are now worth $5 million.
Chief People Officer Doug Barber and Controller Doug Couvillion were straight-up sellers last week. A trading plan set up this summer by Barber exercised some 14,000 options before selling the resulting shares as well as another 11,000. The moves generated him a profit of more than $1.2 million. Couvillion's gain on the sale of exercised options came in at about $120,000.