Support wanes for Biglari at Cracker Barrel

San Antonio investor Sardar Biglari might want to consider not waging any more proxy fights with Cracker Barrel Old Country Store Inc.

Biglari now is smarting from a fifth defeat after his nominee to serve as a director on Cracker Barrel’s board garnered significantly fewer votes than the company’s 10 candidates for the board, results released this week show.

Biglari nominated New Jersey restaurant owner Raymond “Rick” P. Barbrick to serve on Cracker Barrel’s board. Barbrick is co-CEO of the Briad Group, owner of 111 Wendy’s restaurants and some Marriott- and Hiltonbranded hotels in the Northeast.

Barbrick received nearly 2.5 million of the nearly 19 million votes cast by Cracker Barrel shareholders last week. The next closest nominee received about 11.3 million votes.

Excluding the shares voted by Biglari, however, Barbrick’s support dipped to just 407,521 — or about 2.5 percent of the votes cast.

That marks Biglari’s worst defeat among the five proxy contests he has initiated at the Lebanon, Tenn., restaurant and retail chain.

Biglari, chairman and CEO of Biglari Holdings Inc., the owner of Steak n Shake, Maxim magazine and other companies, has been a longstanding critic of Cracker Barrel. He has slammed management for store expansions and side ventures that have flopped.

Biglari Capital Corp, which Sardar Biglari solely owns, is the general partner of two investment funds and makes investments in publicly traded companies. A $241 million investment in Cracker Barrel, made in 2011 and 2012, turned into nearly $1 billion in value at the end of last year, he wrote in a letter to Biglari Holdings shareholders earlier this year.

Biglari Capital currently holds about 2 million Cracker Barrel shares, or more than 8 percent of the stock.

All 10 of Cracker Barrel’s nominees for the board received overwhelming support. Nine of the 10 received at least 94 percent of the votes cast. Director Norman John

son, whom Biglari criticized for having no restaurant experience, received the least support among the company’s nominees. He received support from 61 percent of the votes cast.

Support for Biglari has waned with each successive proxy fight at Cracker Barrel.

In his first proxy contest in 2011, Biglari himself was a candidate for the board and received almost 26 percent of the votes from shareholders unrelated to him.

He was a nominee the following year, along with Biglari Holdings Vice Chairman Phil Cooley, a former Trinity University professor who had Sardar Biglari as a student. They each received about 11.4 percent of the vote from unaffiliated shareholders, according to Cracker Barrel.

Sardar Biglari and Cooley were nominated to fill board seats again in 2013, with each receiving about 10 percent support — excluding Biglari’s shares, Cracker Barrel said.

Then, in 2014, Sardar Biglari floated a shareholder proposal “to pursue all po

tential extraordinary transactions, including the sale of the company” — possibly even to Biglari. The proposal received 9.2 percent support, Cracker Barrel said.

Whether Biglari intends to launch any future proxy contests couldn’t be determined. He didn’t respond to a request for comment.

Biglari Capital issued this statement after last week’s defeat: It “expects the Cracker Barrel Board to add a director with substantial restaurant operating experience by the next annual meeting.”