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Actionable news in CBRL: Cracker Barrel Old Country Store, Inc.,

Cracker Barrel Old Country: Form, Schedule Or Registration Statement No Filing Party: Date Filed:

The following excerpt is from the company's SEC filing.

The following is a letter sent to shareholders of Cracker Barrel Old Country Store, Inc. (the Company) in a mailing commenced on October 13, 2015:

October 13, 2015

Dear Cracker Barrel Shareholders:

At the Cracker Barrel Annual Meeting of Shareholders, to be held on November 12, 2015, you are being asked to vote on the election of the Companys nine directors and several other proposals, including, importantly, the approval of the Companys Shareholder Rights Plan. We believe this is a critical choice for you to make in protecting your investment.

By way of background, a Shareholde r Rights Plan substantially identical to the version up for approval now has been in place since shareholders overwhelmingly approved it at our 2012 annual meeting. That Plan was adopted as a response to the rapid open-market acquisition program by Biglari Holdings of our outstanding common stock. That Plan expired on April 9, 2015 and the Board of Directors, acting after thoughtful deliberation and in what it believes to be in the best interest of all Cracker Barrel shareholders, approved and implemented a substantially identical Plan for an additional three years, subject to shareholder approval at this years Annual Meeting.

As we sit here today, Biglari Holdings remains a threat: with a 19.7% ownership position in Cracker Barrel, we believe that Sardar Biglari desires a controlling stake in our Company. By keeping this Plan in place, our shareholders will continue to be protected from Biglari Holdings, or any other party, who tries to accumulate a potentially controlling position in the Company through any takeover strategies that do not provide

Cracker Barrel shareholders an equal opportunity to benefit from a change in control premium.

BIGLARIS ACTIONS WITHIN HIS OWN COMPANY CONTINUE TO MAKE HIM A THREAT TO CRACKER BARREL SHAREHOLDERS

We believe Mr. Biglaris questionable governance track record within his own company speaks volumes as to why Cracker Barrel needs the continued protections of a Shareholder Rights Plan. In recent years, Mr. Biglari has pursued numerous tactics that, in our view, seem designed primarily to gain unchallenged control of Biglari Holdings for Mr. Biglari at the expense of his own shareholders. This has included advocating for a dual-class stock structure that would reserve a higher proportion of the voting power to shares controlled by Mr. Biglari, installing a lucrative licensing agreement for the use of his own name that would make any move to replace Mr. Biglari as CEO difficult and costly, altering voting bylaws in his favor and utilizing shareholder money to acquire a controlling stake in a publicly traded company of which he is already the Chairman and CEO.

For more information on Mr. Biglaris track record of poor governance actions we encourage you to review the presentation available on the Cracker Barrel investor website at investor.crackerbarrel.com.

PROTECTING SHAREHOLDER VALUE THROUGH THE RIGHTS PLAN

The Plan before you for approval is not intended to prevent a takeover or deter fair offers for securities of the Company. To the contrary, it is designed to encourage anyone seeking to acquire the Company to negotiate with the Board of Directors prior to attempting a takeover and contains a qualifying offer provision which allows for all-cash, fully financed tender offers to proceed without triggering rights under the Plan. This should enable all shareholders to realize the full value of their investment in our Company. We believe this Plan is shareholder friendly and provides effective protection against creeping acquisitions of control and other abusive takeover tactics.

If shareholders approve the Plan at the Annual Meeting, it will remain effective through April 9, 2018. Therefore, it is important that shareholders vote to maintain this critical protection.

CRACKER BARREL CONTINUES TO DELIVER SUPERIOR RESULTS

Fiscal year 2015 was a year of continued success on many fronts as we demonstrated the strength of the differentiated brand and our ability to execute effectively on our strategic initiatives to generate strong results. During the year, we drove increased traffic which resulted in comparable-store restaurant sales growth of more than 5% and earnings per share growth of more than 20%. We also generated $334 million in cash from operations, which allowed us to increase our quarterly dividend and declare a special dividend.

The success of 2015 builds on our strong existing track record of executing on our growth initiatives and creating value for shareholders. In fact, Cracker Barrel has delivered total shareholder returns of 65%, 172%, and 261%, respectively, during the last one-, three- and five-fiscal year periods, substantially outperforming the S&P MidCap 400

index.

As we continue to execute on our proven strategic priorities, we believe it is vitally important to have a Rights Plan in place that protects against Biglari Holdings or another third party potentially derailing the momentum we have achieved and allows management and the Board to remain focused on delivering superior returns for all of our shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE SHAREHOLDER RIGHTS PLAN

Whether or not you expect to be present at the Annual Meeting, please vote and submit your proxy as soon as possible via the Internet, by phone, or if you have requested to receive printed proxy materials, by mailing a proxy card enclosed with those materials.

If you have any questions or require assistance with voting your proxy card, please call MacKenzie Partners, Inc., toll-free, at (800) 322-2885.

Sincerely,

Sandra B. Cochran

President and Chief Executive Officer

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 Cracker Barrels 2015 annual meeting of shareholders to be held on November 12, 2015. On October 2, 2015, Cracker Barrel filed a definitive proxy statement (as it may be amended, the Proxy Statement) with the U.S. Securities and Exchange Commission (the SEC) in connection with any such solicitation of proxies from Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Cracker Barrel with the SEC for no charge at the SECs website at www.sec.gov. Copies are also available at no charge at the Investor Relations section of our corporate website at www.crackerbarrel.com.

The following materials were first used in a presentation to investors on October 12, 2015 and posted to the Companys Investor Relations website, investor.crackerbarrel.com.

Fall 2015

Investor Presentation

Delivering a Best-in-Class Guest Experience

and Exceptional Shareholder Returns

Important Additional Information

caution

considering

current

trends

guidance

disclosed

presentation.

specific

historical

information,

discussed

forward

looking

statements

involve

risks,

uncertainties

factors

actual

performance

materially

expressed

implied

discussion.

forward-looking

provided

pursuant

harbor

established

Private

Litigation

Reform

detailed

filings

(SEC),

releases

communications.

Company,

Companys shareholders in connection with the matters to be considered at the Companys 2015 annual meeting of shareholders to be held on

November 12, 2015. On

October 2, 2015, the Company filed a definitive proxy statement (as it may be amended, the Proxy Statement) with

SEC in connection with any such solicitation of proxies from the Companys shareholders. INVESTORS AND SHAREHOLDERS ARE

STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS

FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT

INFORMATION. Shareholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents

filed by the Company with the

. Copies are also available at no charge at the Investor

Cracker Barrels Track Record

Superior

Results

Why We Are Here

Protecting Shareholder Value

Conclusion

Vote to Approve the Shareholder Rights Plan

Table of Contents

Appendix

Additional Materials

CBRLs

Heritage

Pleasing

People

Source:

Public

filings,

Technomic

Percentages

represent

day-parts

percentage

FY2015.

Brands

include:

Cheesecake

Factory,

Chang's

Bistro,

Bonefish

Grill,

Buffalo

Garden,

Roadhouse,

Famous

Dave's,

Lobster,

California

Kitchen,

Outback

Steakhouse,

Carrabba's

Italian

Romano's

Macaroni

Mimi's

Waffle

House,

Border

Mexican

Cantina,

Restaurant

Brewhouse,

Logan's

LongHorn

Evans,

U: Ruby Tuesday, V: TGI Friday's, W: Chili's Grill & Bar, X: Friendly's, Y: O'Charley's, Z: Shoney's, A1: Denny's, A2: Perkins Restaurants & Bakery.

Highly differentiated...


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