CEO Sandy Cochran takes second shot at the investor, who is trying to push his nominee to the board.
In a second letter to shareholders, Cracker Barrel CEO Sandy Cochran once again took aim at investor Sardar Biglari’s attempt to nominate a board member, writing that he “lacks the credibility and qualifications to determine what Cracker Barrel needs.”
For the past two months, Cracker Barrel and Biglari have gone back and forth with their own respective letters, trying to convince shareholders that the other side is in the wrong.
Biglari, the owner of Steak ’n Shake and Western Sizzlin’, controls 2 million shares, or 8.4 percent of Cracker Barrel. In his past messages, he has criticized Cracker Barrel’s investment in eatertainment chain Punch Bowl Social and the 100 percent loss the brand took when it cut ties in March due to the pandemic. He has also slammed Cracker Barrel’s long-term strategy and said the brand isn’t working effectively toward any of its objectives, like enhancing the core or expanding the footprint.
THE BACK-AND-FORTH SO FAR:
But the main sticking point centers around Biglari’s nominee to the board, The Briad Group CEO Raymond Barbrick. Biglari said Barbrick has more than 30 years of experience in the casual-dining and quick-service segments and would bring discipline and focus to the board and management. However, Cracker Barrel recently decided to appoint Walmart executive Gisel Ruiz to its board as opposed to Barbrick. Now Biglari is hoping to replace Norm Johnson, board member and chairman of Cracker Barrel’s Nominating and Governance Committee.
In her recent letter, Cochran responded by writing that Barbrick has principally worked as a “franchisee and as a regional restaurant operator executing other people’s strategies.” In addition, she reminded shareholders that The Briad Group has been unsuccessful in the casual-dining segment, such as closing 16 of 18 Zinburger units and exiting all 36 TGI Friday’s because of its inability to pivot to off-premises during COVID.
“Both our Board and the third-party search firm we engaged to evaluate Mr. Barbrick noted these concerns, along with his very limited public company experience and other issues, in determining that Mr. Barbrick did not have the requisite experience or skills to serve our Board,” Cochran wrote in the letter.
Cochran said Biglari “does not understand the complexity and uniqueness of our brand.” The CEO added that his struggles with Steak ’n Shake and his inability to allocate capital for the benefit of shareholders gives Cracker Barrel no confidence that he can “competently assess the needs of a complex, experiential restaurant and retail business like Cracker Barrel.”
In a past letter, Cochran called it the “deterioration of Steak ’n Shake” and pointed toward Biglari Holdings’ 2019 same-store sales, which dropped 6.9 percent; traffic declined 11.2 percent, as well.
She noted that Biglari has “even less credibility” in terms of building a board of directors and corporate governance. Cochran claimed that Biglari’s shareholders have “overwhelmingly” voted against his board, compensation programs, and his “self-serving” capital structure and organizational changes.
Because of that background, Cochran said Cracker Barrel questions Biglari’s motives for engaging in his fifth proxy fight in the past decade. She urged shareholders to reject his latest attempt.
“I am honored to lead an eight-person executive team at Cracker Barrel. Among us we have a collective 146 years of restaurant experience, most of it at public companies,” Cochran said. “We strongly believe that this depth of industry experience, when combined with the backgrounds, skills and diversity of our current Board of Directors, gives us the best team to build upon our ten-year track record of delivering value to shareholders and advancing principles of strong corporate governance.”