A critical letter comes after the brand rejected Biglari’s board nominee.
In a letter to fellow Cracker Barrel shareholders Tuesday, Sardar Biglari once again ripped the company and CEO Sandy Cochran for the Punch Bowl Social investment, referring to it as “one of the worst business blunders in the annals of restaurant history.”
Biglari, the owner of Steak ’n Shake and Western Sizzlin’, controls 2.1 million shares, or 8.7 percent of Cracker Barrel. The blistering letter came after Cracker Barrel appointed former Walmart executive Gisel Ruiz to its board as opposed to Biglari’s nominee, Raymond P. Barbrick, the president and co-CEO of The Briad Group. Cracker Barrel said in a statement that it decided not to recommend Barbrick for election to the board after a recommendation from the Nominating and Governance Committee and input from a recruiting firm.
In the message, Biglari said that in recent years, Cracker Barrel leaders have undertaken “major money-losing projects that defy sound reason.” He added that the brand fails to concentrate on its core business or provide proper transparency to its shareholders.
“Our board representation would benefit all shareholders by keeping management focused, by mandating the disclosure of relevant financial data, and by assisting in the oversight of the company’s capital allocation,” Biglari said in the letter. “Board members and executives come and go, but we are still here, and our investment remains substantial.”
Cracker Barrel invested in eatertainment brand Punch Bowl in July 2019. Eight months later, in the wake of the COVID pandemic, the company announced that Punch Bowl closed all of its locations and laid off most of its employees. Cracker Barrel decided not to save the brand from foreclosure, opting instead to focus on its core business. The move resulted in a $133 million loss.
Tuesday’s letter isn’t the first time Biglari has decried Cracker Barrel’s decision. In April, he described it as a “panic exit” and called on the company to release more information. He criticized Cracker Barrel for cutting off Punch Bowl only two days before the passage of the CARES Act, which included the $350 billion Paycheck Protection Program.
In the new letter, Biglari claimed 50 percent of Cracker Barrel’s 2019 pre-tax earnings were destroyed by the investment.
“Although we place blame on Ms. Cochran for the misguided investment, the real culprit is the board, for approving an absurd purchase,” Biglari said. "The board may seek cover by replacing Ms. Cochran over this dreadful acquisition, but the ruinous behavior falls on the board itself for supporting the purchase of a risky, unproven bar business unrelated to Cracker Barrel’s successful brand.”
Biglari said he’s tried multiple times to reach a resolution with Cracker Barrel leadership, but now he’s calling for the “years-long stonewalling to end.” To do that, Biglari is determined to nominate an independent board member.
He outlined four goals for his nominee: bring discipline to company’s capital allocation, focus the board and management on the Cracker Barrel brand, reject all egregious acquisitions or investments, disclose to shareholders the returns on capital deployed on new stores opened in the past decade, and return capital to shareholders through dividends and/or share repurchases.
And after having his recent nominee rejected, Biglari said he’s turning to stockholders to support his demand.
"Cracker Barrel is one of the best concepts ever created in the restaurant industry. We believe Ms. Cochran and the current board do not fully appreciate its potential,” Biglari said. “If they did, all energies would be dedicated to this great American brand, rather than diverted into money-losing ventures like a bar concept.”