Cracker Barrel Old Country Store, Inc. · NASDAQ:CBRL
Cracker Barrel Old Country Store — Proxy Contest (November 2026)
9 slides from Cracker Barrel Old Country Store's proxy contest presentation, Nov 9, 2026
Slide 1: 2026 Proxy Supplement: Blank Check Preferred Stock Provisions
2026 PROXY SUPPLEMENT Considerations Regarding the Company’s “Blank Check” Preferred Stock Provisions
Slide 2: Forward Looking Statements
Forward Looking Statements 2 Forward Looking Statements Except for specific historical information, certain of the matters discussed in this communication may express or imply projections of items such as revenues or expenditures, statements of plans and objectives or future operations or statements
Slide 3: Annual Meeting Overview
Annual Meeting Overview 3 YOUR VOTE IS VERY IMPORTANT The Annual Meeting of Shareholders of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) will be held on Thursday, November 19, 2026, at 10:00 am Central Time via a live webcast. Proposal Board Recommends 1 – Election of n
Slide 4: Why the Board Recommends Voting Against TAB's Proposal
Why the Board Recommends Voting Against TAB’s Proposal 4 The Accountability Board’s (TAB) proposal could impair the Board’s ability to respond promptly to protect the interests of al l s hareholders. “Blank check” preferred stock authority is a market - standard governance provision. • “Blank check”
Slide 5: ISS Encourages Shareholders to Consider Our Specific Circumstances
ISS Encourages Shareholders to Consider Our Specific Circumstances 5 ISS recognizes that the importance of our “extensive history with a dissident shareholder” sets this proposal apart and warrants close shareholder attention. “… t he company’s unique circumstances are recognized, and shareholders m
Slide 6: Why the Authority Remains Important Today
Why the Authority Remains Important Today 6 Sardar Biglari’s history of sustained and recurring threats underscores the continued risk of a rapid accumulation. 2025 2024 2015 - 2022 2012 2011 SEPTEMBER 2011 Biglari acquir ed 9.7% of Cracker Barrel’s O/S . The Board adopted a 10% shareholder rights a
Slide 7: Why Timing Matters
Why Timing Matters 7 After the initial shareholder rights agreement expired in 2011, Biglari rapidly increased his ownership from below the 10% threshold to more than 16%, prompting the Board to adopt a new shareholder rights agreement. Key facts 9.7% Biglari acquired 9.7% of Cracker Barrel’s outsta
Slide 8: The Existing Framework Balances Protection and Oversight
The Existing Framework Balances Protection and Oversight 8 The shareholder proposal would undermine a shareholder - approved protection against rapid share accumulation. Effect of Proposal 4 Existing Framework Uncertainty around current shareholder rights agreement and future protections The policy
Slide 9: Forward Looking Statements
### Forward Looking Statements Except for specific historical information, certain of the matters discussed in this communication may express or imply projections of items such as revenues or expenditures, statements of plans and objectives or future operations or statements of future economic perfo
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