Cracker Barrel says holders nix Biglari proposals

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LEBANON, Tenn. (AP) — Cracker Barrel says that preliminary results show its shareholders have overwhelmingly rejected two proposals put forth by an activist stockholder.

The first proposal from Sardar Biglari's Biglari Capital Corp. and other affiliates of Biglari Holdings Inc. called for Cracker Barrel's board to immediately pursue potential extraordinary transactions, including a sale of the company. The second proposal sought for the restaurant operator's board to take steps to amend the Tennessee Business Corporation Act so that Biglari Capital could engage in an extraordinary transaction with the company.

Cracker Barrel Old Country Store Inc. said that preliminary results from its special shareholders meeting on Wednesday show that about 70 percent of the shares voted were against both proposals. This included more than 92 percent of shares voted by stockholders other than Biglari Capital. Both proposals were non-binding.

Biglari is Cracker Barrel's biggest shareholder with an approximately 19.9 percent stake.

Biglari has tried unsuccessfully to become a Cracker Barrel board member three times. He also previously wanted to call a special meeting to vote on a proposal that Cracker Barrel pay a $20 per share special dividend. The company said that it voluntarily put that proposal on its annual meeting ballot last year to avoid the cost and distraction of a special meeting in that instance. The special dividend proposal was defeated.

Final results from the Wednesday special shareholders meeting will be announced when they are certified.

Cracker Barrel is based in Lebanon, Tenn. It has 626 company-owned locations in 42 states.

Shares shed 68 cents to $96.06 in afternoon trading. Its shares have fallen more than 12 percent so far this year.

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