Cracker Barrel Old Country Store (CBRL) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on November 21, 2024, with shareholders voting on director elections, executive compensation, a shareholder rights agreement, auditor ratification, and a shareholder ESG proposal.

• The Board recommends voting for its ten nominees, for executive compensation, for the rights agreement, for auditor ratification, and against the shareholder ESG proposal.

• A proxy contest is ongoing, with Sardar Biglari nominating five alternative directors; the Board opposes these nominees and urges shareholders to use the WHITE proxy card to support only Board nominees.

• The proxy statement details voting procedures, Board recommendations, and the impact of recent SEC proxy rule changes requiring all nominees to be listed on the proxy card.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) advisory approval of executive compensation, (3) approval of the shareholder rights agreement, (4) ratification of Deloitte & Touche LLP as auditor, and (5) a shareholder proposal on GHG emissions targets.

• The Board recommends voting for its ten nominees, for proposals 2, 3, and 4, and against proposal 5 and all Biglari nominees.

• The shareholder proposal requests disclosure or establishment of measurable, timebound GHG emissions reduction targets; the Board opposes this, citing existing ESG disclosures and resource allocation concerns.

Board of directors and corporate governance

• The Board consists of ten members, with nine independent directors and a mix of recent and tenured members, emphasizing diversity and relevant industry experience.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Public Responsibility, and Executive, each with defined oversight roles.

• The Board regularly reviews its leadership structure and succession planning, currently separating the roles of Chairperson and CEO.

• The Board has a history of refreshment, with eight of ten nominees joining since 2019 and a focus on diversity in gender, race, and professional background.