Cracker Barrel announces dividend of US$0.75/common share, payable Nov. 5 to shareholders as of Oct. 18; company also urges shareholders to vote against US$20/share special dividend proposed by affiliates of Biglari Holdings

Nevin Barich

LEBANON, Tennessee , September 26, 2013 (press release) – Declares Dividend of 75 cents per share

Amends Proxy Statement to Include Advisory Vote on Proposal by Biglari Holdings Requesting Board Pay $20 per share Special Dividend

Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (NASDAQ:CBRL) today announced that its Board of Directors has declared a regular dividend to common shareholders of $0.75 per share, payable on November 5, 2013, to shareholders of record on October 18, 2013. The Board also authorized a new share repurchase program for up to $50 million of the Company's outstanding common stock. The share repurchase authorization is effective immediately and replaces the prior authorization.

Cracker Barrel also filed with the Securities and Exchange Commission an amended preliminary proxy statement for the Company's Annual Meeting of Shareholders on November 13, 2013 which includes the addition of an advisory vote on the publicly-announced proposal by affiliates of Biglari Holdings, Inc. requesting that the Board declare and pay a $20 per share special dividend. The Board urges shareholders to vote against the non-binding, advisory proposal.

On September 17, 2013, Cracker Barrel's Chairman of the Board, James Bradford, received a letter from Biglari Capital Corp., urging the Board to declare a $20 per share special dividend and announcing plans to solicit shareholder requests to call a special meeting of shareholders for a non-binding, advisory vote on the proposal, to which the Company stated that it would respond in due course.

At yesterday's meeting, the Board determined to include the proposal among the matters to be voted on at the Annual Meeting and avoid the need for a costly and unnecessary special meeting of shareholders.

The Board believes the payment of a special cash dividend of $20 per share is not in the best interests of the Company and its shareholders. The Board urges shareholders to vote against the proposal for the following reasons:

The Board is keenly focused on effective capital allocation that delivers long-term value to our shareholders, including all alternatives to return capital to all shareholders.
A $20 dividend, representing an aggregate dividend of over $475 million, would require a substantial increase in leverage and in the Company's risk profile. Such leverage would reduce the Company's flexibility to continue to invest in and grow the business in the face of changes in market conditions and other contingencies in a way that the Board believes maximizes long-term results and enhances total returns to all shareholders.
The Company's policies have strongly supported the generation of significant cash from its operating business, allowing the Company to triple its annual dividend from an annualized rate of $1 per share in November 2011 to $3 per share currently. This increase was achieved while the Company maintained a prudent risk profile and allowed the operating results to significantly enhance the growth in the stock price.
About Cracker Barrel Old Country Store

Cracker Barrel Old Country Store, Inc. provides a friendly home-away-from-home in its old country stores and restaurants. Guests are cared for like family while relaxing and enjoying real home-style food and shopping that's surprisingly unique, genuinely fun and reminiscent of America's country heritage…all at a fair price.

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) was established in 1969 in Lebanon, Tenn. and operates 624 company-owned locations in 42 states. For more information, visit crackerbarrel.com.

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