Cracker Barrel furthers proxy fight

LEBANON, Tenn. -- Cracker Barrel Old Country Store Inc. on Thursday urged its shareholders to vote against the election of two activist shareholders to its board.

Sardar Biglari, who has a minority stake in Cracker Barrel, has been pressing for changes in the company's board for some time. His firm, Biglari Holdings Inc., owns the Steak `n Shake and Western Sizzlin restaurant chains.

Biglari ran for a seat on Cracker Barrel's board at the company's annual meeting last year, but failed to be elected.

Cracker Barrel said Biglari is again seeking a seat for himself, as well as Phil Cooley, vice chairman of Biglari Holdings. Cracker Barrel offered Biglari a chance in September to nominate two other directors to its board, saying there were conflicts of interest, as well as legal and other issues that prevented them from being suitable selections. The move was dismissed by Biglari as a "faux offer."

Cracker Barrel CEO Sandra Cochran urged shareholders Thursday to vote in favor of its slate of 10 nominees.

"We believe Mr. Biglari and Mr. Cooley are wrong for Cracker Barrel's Board and their election could jeopardize the powerful momentum we have built in the past year," Cochran said.

Shareholders will make their decision on Nov. 15 when the company holds its annual meeting.

Cracker Barrel, based in Lebanon, Tenn., has 620 company-owned restaurants in 42 states. Its shares rose 85 cents to close at $68.24.