Cracker Barrel Old Country Store, Inc. · NASDAQ:CBRL
Cracker Barrel Old Country Store — Proxy Contest (April 2014)
32 slides from Cracker Barrel Old Country Store's proxy contest presentation, Apr 4, 2014
Slide 1: Schedule 14A Proxy Statement - Cracker Barrel Old Country Store, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy
Slide 2: Slide 2
Slide 3: Company used the following investor presentation in meetings with investors
Cracker Barrel Old Country Store, Inc. (the “Company”) used the following investor presentation in meetings with investors beginning on April 4, 2014. This investor presentation was also posted to the “Proxy Contest” section of the Company’s Investor Relations website, investor.crakerbarrel.com.
Slide 4: Generating Shareholder Value By Continuing to Deliver an Outstanding Guest Experience
Generating Shareholder Value By Continuing to Deliver an Outstanding Guest Experience Spring 2014 – Investor Presentation
Slide 5: Important Additional Information
Important Additional Information Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at the special meeting of Cracker Barrel's shareholder
Slide 6: Table of Contents
Table of Contents I. Situation Overview and Why We Urge You to Vote Against Both Proposals II. Delivering Strong Shareholder Performance Through Focused Execution Appendix A: Supplemental Information 2
Slide 7: I. Situation Overview and Why We Urge You to Vote Against Both Proposals
I. Situation Overview and Why We Urge You to Vote Against Both Proposals
Slide 8: Despite Biglari's Overwhelming Proxy Losses and Continued Strong Business Performance... We Are Here, Again
Despite Biglari’s Overwhelming Proxy Losses and the Company’s Continued Strong Business Performance… We Are Here, Again… Despite Being Rejected by a Significant Margin of Votes Cast by CBRL Shareholders in Each of the Last Three Years, Sardar Biglari Remains Insistent in His Campaign Against Cracker
Slide 9: And Biglari's Recent Public Statements Show a Questionable Shift in Narrative
…And Biglari’s Recent Public Statements Show a Questionable Shift in Narrative What Biglari Said Before What Biglari Says Now 2011 – 2013 2014 “Our intention was that even if we were to purchase additional stock, we “If a sale of Cracker Barrel were would keep ownership well under approved by the Bo
Slide 10: Proposal #1: Why You Should Vote Against Pursuing All Potential Extraordinary Transactions
Proposal #1: Why You Should Vote Against Pursuing All Potential Extraordinary Transactions The Board Recommends That You Vote AGAINST This Proposal Background As shown on Slide 4, at each of the last three annual meetings of the Company’s shareholders, Biglari nominees have been defeated by signific
Slide 11: Proposal #2: Why You Should Vote Against Amending the Tennessee Business Corporation Act
Proposal #2: Why You Should Vote Against the Proposal for the Company to "Take Any Action Necessary" to Amend the Tennessee Business Corporation Act The Board Recommends That You Vote AGAINST This Proposal Background The provision of Tennessee law that Biglari desires to amend restricts shareholders
Slide 12: II. Delivering Strong Shareholder Performance Through Focused Execution
II. Delivering Strong Shareholder Performance Through Focused Execution
Slide 13: Since Initial Announcement of Strategic Priorities In 2011, CBRL's Share Price Is Up 144%
Since Initial Announcement of Strategic Priorities In 2011, CBRL’s Share Price Is Up 144%... 22-Nov-2011 20-Dec-2011 15-Nov-2012 13-Nov-2013 03-Jun-2013 13-Sep-2011 CBRL Q1 2012 A majority of votes cast A majority of votes cast by A majority of votes cast by shareholders (~92% of non- shareholders C
Slide 14: Outperforming Benchmarks
…Outperforming Benchmarks… 280% 250% 144 % 220% 114 % 190% 160% 60 % 55 % 45 % 130% 37 % 100% 70% Sep-2011 Apr-2012 Dec-2012 Jul-2013 Mar-2014 12-Sep-2011 to 28-March-2014 Cracker Barrel Peer Set S&P 500 Restaurant Index S&P 600 Restaurant Index S&P 1,500 Restaurant Index S&P 500 Index Source: Bloom
Slide 15: Driving Significant Shareholder Value
…Driving Significant Shareholder Value ($ in millions) $ 104 $ 31 $ 2,492 $ 1,442 Shares Dividends Paid Repurchased Total Increase in Shareholder CBRL Equity Value Market Cap. $ 916 CBRL Equity Market Cap. $1,577 12-Sep-2011 31-Jan-2014 Source: Public filings and Bloomberg Note: 12-Sep-2011 represen
Slide 16: CBRL's Total Shareholder Return Is Almost Double The Peer Median
CBRL’s Total Shareholder Return Since Announcement of Strategic Priorities Is Almost Double The Peer Median Source: Bloomberg as of 28-Mar-2014 Note: Total Shareholder Return calculated by share price appreciation and dividends paid (assumes dividends paid are re-invested into the stock (purchasing
Slide 17: Consistent Outperformance of Peers in Comparable Store Restaurant Sales
Consistent Outperformance of Peers in Comparable Store Restaurant Sales is an Important Driver of Our Business Momentum Outperformed Knapp-Track TM Casual Dining Index For The Last Nine Quarters 4.5 % 4.2 % 4.1 % TM Cracker Barrel vs. Knapp-Track 3.5 % 3.6 % 3.1 % 2.1 % 2.0 % 1.3 % (2.5)% 2012 2013
Slide 18: We Are Keenly Focused on Our Updated Business Priorities
We Are Keenly Focused on Our Updated Business Priorities to Continue Driving Performance… Introduced Better-For-You menu items with our Focus on Better-For-You menu Wholesome Fixin's program launch additions and reinforce everyday Increase value proposition with menu and process value adjustments de
Slide 19: While Staying True To Our Core Mission Since 1969
…While Staying True To Our Core Mission Since 1969 Pleasing People An Outstanding An Outstanding Improved Employee Experience Guest Experience Sales & Traffic Grow same store sales Evolve the store prototype to increase Extend the power of the Cracker with menu development and new unit profitability
Slide 20: We Believe You Should Vote Against These Proposals
We Believe You Should Vote Against These Proposals We have accomplished a great deal over two and a half years and have the right Board and management team in place to continue executing against our stated priorities The Company has delivered strong operational performance and shareholder returns th
Slide 21: Appendix A: Supplemental Information
Appendix A: Supplemental Information
Slide 22: Technomic Consumer Brand Metrics Study
Technomic Consumer Brand Metrics Study Leader in Nine of Ten Categories Brands A B C D E F G H I Rank % % % % % % % % % % Food Quality 73 59¹ 64¹ 58¹ 52¹ 58¹ 68¹ 69¹ 71 59¹ Menu Variety 65 51¹ 56¹ 50¹ 53¹ 57¹ 57¹ 54¹ 63 52¹ Availability of Healthy Options 53 46¹ 49¹ 39¹ 40¹ 44¹ 47¹ 42¹ 48¹ 29¹ Welco
Slide 23: Selected Industry Recognitions
Selected Industry Recognitions Winner in Food and Beverage category among all full service chains – Technomic’s 2013 Inaugural Chain Restaurant Consumers’ Choice Awards Top of the Full-Service Restaurants in Casual and Family Dining – Consumer Brand Metrics Program, Technomic, Inc. “Best Breakfast”
Slide 24: A Note on Peer Set Used for Benchmarking
A Note on Peer Set Used for Benchmarking Peer Set Rationale for Inclusion For purposes of consistency, we are Ticker Company Name Logo using the same peer set as previously BH Biglari Holdings shown in 2012 and 2013 Annual Meeting related investor presentations BOBE Bob Evans Farms We believe this s
Slide 25: S&P Restaurant Indices Composition
S&P Restaurant Indices Composition Respective S&P Restaurant Index Constituents S&P S&P S&P S&P S&P S&P Ticker Company Name Logo 500 600 1,500 Ticker Company Name Logo 500 600 1,500 BJRI BJ’s Restaurants JACK Jack in the Box BH Biglari Holdings MCD McDonald’s BOBE Bob Evans Farms PNRA Panera Bread C
Slide 26: Company used the following addendum in meetings with investors
Cracker Barrel Old Country Store, Inc. (the “Company”) used the following addendum to its investor presentation in meetings with investors beginning on April 4, 2014. This addendum was also posted to the “Proxy Contest” section of the Company’s Investor Relations website, investor.crakerbarrel.com.
Slide 27: Addendum To Spring 2014 Investor Presentation
Addendum To Spring 2014 Investor Presentation
Slide 28: Cracker Barrel Relative to Knapp-Track Traffic
Cracker Barrel Relative to Knapp-TrackTM Traffic TM Outperformed Knapp-Track Guest Traffic For The Last Nine Quarters TM 3.8 % 3.4 % 3.2 % 2.9 % 2.7 % 2.3 % 1.9 % 1.3 % 1.4 % (3.0)% 2012 2013 2014 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Cracker Barrel Comparable (3.8)% 1.1% 0.6% 1.4% 0.8% 0.2% 0.7% 0.6% (0.1)
Slide 29: Store Operating Performance - Key Metrics
Store Operating Performance – Key Metrics ($ in thousands) Revenue Adj. EBITDAR YOY Growth 3.9 % 4.6 % 0.7 % Margin Improvement 50bps 31bps (10)bps Adj. Operating Income Adj. Net Income EPS $ 3.81 $ 4.34 $ 4.97 $ 5.22 Margin Improvement 52bps 40bps (13)bps EPS Source: Public filings 5.2 % 13.9 % 14.
Slide 30: Store Operating Performance - Benchmarking
Store Operating Performance – Benchmarking Revenue CAGR Since Strategic Priorities 12.8 % Median: 2.5 % 3.6 % 5.6 % 4.4 % 3.6 % 1.4 % (1.3)% (2.4)% (6.5)% Operating Profit CAGR Since Strategic Priorities 11.5 % 10.2 % 9.9 % 8.2 % Median: 1.7 % NM NM (6.5)% (12.5)% (14.3)% Operating Profit Margin 10.
Slide 31: Cracker Barrel Earnings Per Store vs. Steak 'n Shake
Cracker Barrel Earnings Per Store vs. Steak ‘n Shake ($ in thousands) Steak ‘n Shake Earnings per Store 1 $27,855 $26,565 $18,237 $19,909 $17,038 $16,557 $17,038 “We believe $13,526 operating $8,859 $10,716 income per store … is the metric that more accurately FY 2012 FY 2013 FY 2012 FY 2013 FY 2012
Slide 32: Important Additional Information
Important Additional Information Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at the special meeting of Cracker Barrel's shareholder
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