ISS Recommends Shareholders Vote on Cracker Barrel's WHITE Proxy Card and "WITHHOLD" on Milena Alberti-Perez and Sardar Biglari

Core Viewpoint - Institutional Shareholder Services (ISS) and Glass Lewis have recommended that Cracker Barrel shareholders vote against the nominations of Milena Alberti-Perez and Sardar Biglari, citing concerns over their qualifications and governance track records [1][2][3] Summary by Sections ISS Recommendations - ISS has consistently recommended against Sardar Biglari in all proxy contests at Cracker Barrel where he has nominated himself, indicating a lack of confidence in his ability to contribute positively to the board [2] - The ISS report highlighted that both Alberti-Perez and Biglari are not suitable nominees to oversee Cracker Barrel's growth, warranting "withholds" against them [2][3] Governance Concerns - ISS criticized Alberti-Perez for her lack of preparation and relevant experience in the restaurant industry, raising concerns about her ability to contribute effectively [3] - Biglari's governance practices at his own company, Biglari Holdings, were described as inadequate, undermining his credibility for a position on Cracker Barrel's board [3] Cracker Barrel's Position - Cracker Barrel's board emphasized the importance of continuing its strategic transformation plan and argued that neither Alberti-Perez nor Biglari would add value to the board [3][4] - The board has been significantly refreshed in recent years, with a focus on relevant skill sets and a low average director tenure, which supports the company's growth strategy [4][7] Board Composition - If all recommended nominees are elected, the average tenure of independent directors will be less than three years, indicating a strong commitment to board refreshment [7] - Key board members, Carl Berquist and Meg Crofton, bring extensive experience from leading roles in major hospitality brands, contributing valuable industry insights [8] Call to Action - The board urges shareholders to vote for all ten recommended nominees on the WHITE proxy card to ensure the continued success of Cracker Barrel's transformation plan [10][12]