Independent Proxy Advisory Firms ISS and Glass Lewis Agree Biglari Capital Has Made Compelling Case for Change at Cracker Barrel

Core Viewpoint - Biglari Capital is advocating for a change in the Board of Directors at Cracker Barrel Old Country Store, citing poor performance and significant shareholder value destruction under the current leadership [2][6][9]. Group 1: Performance Issues - The current Board, led by Carl Berquist and Meg Crofton, has overseen a decline in shareholder value, with negative total shareholder return (TSR) over three and five-year periods [6][8]. - ISS and Glass Lewis have both highlighted the unacceptable performance metrics of Cracker Barrel, indicating that the company has not performed well against its peers [6][8]. - The Board's failure to address operational issues has led to significant regression in performance and competitive positioning, with a lack of accountability for long-serving directors [6][8]. Group 2: Transformation Plan Concerns - Analysts express skepticism regarding Cracker Barrel's costly three-year transformation plan, with doubts about its ability to meet financial objectives [6][8]. - The reliance on only two test remodels and the absence of specific metrics for early progress raise concerns about the effectiveness of the transformation strategy [6][8]. - Glass Lewis points out an inconsistency in the Board's claims about past capital expenditures and the current need for updates, suggesting a lack of strategic foresight [7][8]. Group 3: Nominees and Recommendations - Biglari Capital has nominated Sardar Biglari, Milena Alberti-Perez, and Michael Goodwin for the Board, emphasizing their expertise in turnaround strategies and capital allocation [9][10]. - Glass Lewis and ISS recommend shareholders vote for the nominees, with Glass Lewis specifically noting Alberti-Perez's critical financial expertise and her positive impact on shareholder value at Pitney Bowes [10][11]. - The call to action urges shareholders to protect their investments by voting for all three nominees on the GOLD proxy card, highlighting the urgency for change at the Board level [5][10].