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 Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Cracker Barrel Old Country Store, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
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¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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.

Generating Shareholder Value By Continuing to

Deliver an Outstanding Guest Experience

Spring 2014 –

Investor Presentation

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 shareholders to be held on April 23, 2014. On

March 21

, 2014, Cracker Barrel filed a definitive proxy statement (the “Proxy Statement”) with the

U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies

from Cracker Barrel shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY

ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING WHITE 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 may 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 SEC's

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.

Important Additional Information

st

1

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

I.  Situation Overview and Why We Urge You to Vote Against Both

Proposals

Despite Biglari’s Overwhelming Proxy Losses and the

Company’s Continued Strong Business Performance…

We Are

Here, Again…

Generating

superior

returns

for

shareholders

–

Delivered

~24%

in

Total

Shareholder

Return

in

the

last

twelve

months

and

~160%

since

the

initial

announcement

of

its

six

strategic

priorities

in

September

2011

Returning

~$104mm

in

cash

dividends

to

its

shareholders

since

the

beginning

of

fiscal

year

2012

and

tripling

the

quarterly

dividend

since

September

2011

4

Returning

~$31mm

in

cash

through

share

repurchases

since

the

beginning

of

fiscal

year

2012

4

Nine

consecutive

quarters

of

outperforming

the

Knapp-Track   

casual

dining

index

Leader

in

nine

of

ten

categories

according

to

2013

Technomic

Consumer

Restaurant

Brand

Metrics

Study

Source:  Public filings, Technomic, and Bloomberg as of 28-Mar-2014

Note: See appendix for additional details on Technomic Consumer Restaurant Brand Metrics Study and other industry recognitions.

(1)      Percentages based on number of shares voted excluding shares controlled by Biglari.

(2)      Total Shareholder Return calculated by share price appreciation and dividends paid (assumes dividends paid are re-invested into the stock (purchasing more shares) on the ex-dividend date).

(3)      12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011.

(4)      Figures through CBRL’s fiscal Q2 2014.

2011

2012

2013

$20 Special

Dividend Vote:

~90% Against

~8% For

~ 2% Abstentions

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

Barrel…

…While CBRL Continues to Deliver Strong Performance for Shareholders

Biglari

Nominees

~26%

Cracker

Barrel

Nominees

~74%

Cracker

Barrel

Nominees

~90%

Biglari

Nominees

~10%

Biglari

Nominees

~8%

Cracker

Barrel

Nominees

~92%

1

1

1

TM

3

2

4

…And Biglari’s Recent Public Statements Show a Questionable

Shift in Narrative

What Biglari Said Before

2011 –

2013

Source:  Public filings

What Biglari Says Now

2014

“Our intention was that even if we

were

to

purchase

additional

stock,

we

would

keep

ownership

well

under

20%.”

“Biglari

Holdings

is

not

seeking

to

acquire

control

of

Cracker

Barrel.

Furthermore, under Tennessee law,

there are strict antitakeover laws.”

“[W]e

have

been

clear

about

our

agenda: We are interested in making

money,

not

controlling

the

Company.”

“If a sale of Cracker Barrel were

approved by the Board, we would also

be

willing

to

submit

a

bid

to

purchase

the

Company

under

a

structure

that

would allow current shareholders the

opportunity to participate in the

Company’s future performance.”

“…we

have

stated

our

willingness

to

enter

into

discussions

to

acquire

the

Company

in

a

transaction

that

we

give

credit to as in the best interests of all

shareholders.”

5

Proposal #1:  Why You Should Vote Against Pursuing All

Potential Extraordinary Transactions

Background

The

Board

Recommends

That

You

Vote

AGAINST

This

Proposal

As shown on Slide 4, at each of the last three annual meetings of the Company’s shareholders, Biglari nominees have been defeated by

significant and increasing margins

Moreover, just months ago, at the 2013 Annual Meeting in November 2013, the Company’s shareholders also voted, by a wide margin, against

a non-binding proposal publicly made by Biglari recommending that the Board approve the payment of a $20 per share cash special dividend to

all shareholders

Yet, despite Biglari’s history of repeated, significant losses in its proxy contests at the Company’s annual meetings, Biglari seems bound and

determined to force yet another meeting on the Company

The Company has delivered strong operational performance and shareholder returns that the Board believes are exceptional relative

to the Company’s peers over the last two and a half fiscal years

The Board believes that Biglari’s demand for a special meeting may be motivated by Biglari’s self-interest in seeking to achieve full

liquidity of its investment through a single extraordinary transaction rather than the long-term interests of all shareholders

The Board believes that the interests of all shareholders are best served by the management team continuing to focus on the

execution of the Company’s current operational and strategic plan

Since the Company’s announcement of its strategic priorities in September 2011, the Company has delivered total shareholder return of

approximately

160%,

which

consisted

of

approximately

144%

growth

in

the

Company’s

stock

price

and

approximately

16%

in

quarterly

dividends paid

The Board believes that the interests of a single shareholder should not take priority over the long-term interests of ALL shareholders

Publicly undertaking a sale process at this time would disrupt the Company's progress, which could damage the long-term value of the

Company

6

Why

You

Should

Vote

AGAINST

This

Proposal

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 provision of Tennessee law that Biglari desires to amend restricts shareholders holding 10% or more of the voting securities

of a publicly traded Tennessee corporation from engaging in business combinations with that corporation for a period of five years

following the date on which the shareholder acquired the securities crossing the 10% threshold

Biglari crossed the 10% threshold with its CBRL share purchases in January 2012

In

a

letter

to

the

Company’s

Chairman,

Biglari

requested

that

the

Board

support

its

efforts

to

seek

to

amend

applicable

Tennessee

law

to

allow

Biglari

to

seek

to

acquire

the

Company

as

part

of

a

sale

process

Why

You

Should

Vote

AGAINST

This

Proposal

Before acquiring a 10% stake in the Company’s common stock, Biglari had the opportunity either to make an offer

directly to the Company’s shareholders or to approach the Board about a possible business combination transaction,

but chose not to do either

In all three proxy contests, Biglari has vehemently denied any intent to acquire control of the Company and, in fact,

repeatedly cited the Tennessee law’s prohibition as evidence to try to refute the Board’s concerns about Biglari’s

intentions

The Board does not have the power to amend Tennessee law

The Board believes that the interests of all shareholders are best served by the management team continuing to focus

upon the execution of the Company’s current operational and strategic plan, rather than engaging in a time consuming and

potentially expensive lobbying effort

Moreover, there appears to be no evidence to suggest that Biglari has taken any steps of its own to seek an amendment;

given the Tennessee legislative calendar, we believe at this point any proposed amendment could not be considered by

the Tennessee legislature until 2015 at the earliest

Background

The

Board

Recommends

That

You

Vote

AGAINST

This

Proposal

7

II.  Delivering Strong Shareholder Performance Through Focused

Execution

Since Initial Announcement of Strategic Priorities In 2011,

CBRL’s Share Price Is Up 144%...

Source:  Public filings, Bloomberg, and IBES as of 28-Mar-2014

Note:  12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011. Proxy fight related annotations shaded green. Exceeds / Misses IBES

indicates whether quarterly Adj. EPS beat IBES consensus median estimates.  Outperforms / Underperforms Knapp-Track™ indicates whether Quarterly Comparable Restaurant

Sales outperformed the Knapp-Track™ casual dining index. 

(1)

Percentages based on number of shares voted excluding shares controlled by Biglari.

$39.86

$ 97.22

$30

$40

$50

$60

$70

$80

$90

$100

$110

$120

Sep-2011

Feb-2012

Jul-2012

Dec-2012

May-2013

Oct-2013

Mar-2014

12-Sep-2011 to 28-Mar-2014

13-Sep-2011

New CEO Sandy

Cochran announces

Strategic Priorities

22-Nov-2011

CBRL Q1 2012

Results:

Exceeds IBES

Underperforms

P

Knapp-Track™

20-Dec-2011

A majority of votes cast

by shareholders (~74%

of

non-Biglari

shares)

1

are for CBRL's slate of

directors

19-Sep-2012

CBRL Q4 and FY

2012 Results:

Exceeds IBES

Outperforms

P

Knapp-Track™

13-Nov-2013

A majority of votes cast by shareholders (~92% of non-

Biglari shares)¹ are for CBRL's slate of directors. A

majorty of votes cast by shareholders (~90% of non-

Biglari shares)

1

are against a $20 per share special

dividend

29-Nov-2012

CBRL Q1 2013

Results:

Exceeds IBES

Outperforms

P

26-Feb-2013

CBRL Q2 2013

Results:

Exceeds IBES

Outperforms

P

Knapp-Track™

18-Sep-2013

CBRL Q4 and FY

2013 Results: 

Exceeds IBES

Outperforms

P

Knapp-Track™

15-Nov-2012

A majority of votes cast by

shareholders

(~90%

of

non-Biglari

shares)   are

1

for CBRL's slate of directors, an

even higher percentage than 2011

26-Nov-2013

CBRL Q1 2014

Results:

Exceeds IBES

Outperforms

P

Knapp-Track™

03-Jun-2013

CBRL Q3 2013 Results:

Exceeds IBES

Outperforms

P

Knapp-Track™

21-Feb-2012

CBRL Q2 2012

Results:

Exceeds IBES

Outperforms

P

Knapp-Track™

22-May-2012

CBRL Q3 2012

Results:

Exceeds IBES

Outperforms

P

Knapp-Track™

25-Feb-2014

CBRL Q2 2014

Results:

Exceeds IBES

Outperforms

P

Knapp-Track™

9

Knapp-Track™

Cracker Barrel

Peer Set

S&P 500 Restaurant Index

S&P 600 Restaurant Index

S&P 1,500 Restaurant Index

S&P 500 Index

…Outperforming Benchmarks…

Source:  Bloomberg as of 28-Mar-2014

Note:  12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011. Peer Set includes BH, BOBE, EAT, CAKE, DRI, DENN, RT, TXRH. S&P 500 Restaurant

Index includes the restaurant companies in the S&P 500 Index:  CMG, DRI, MCD, SBUX, YUM.  S&P 600 Restaurant Index includes the restaurant companies in the S&P 600 Index:  BJRI,

BH, BWLD, CEC, CBRL, DIN, JACK, PZZA, RRGB, RT, RUTH, SONC, TXRH.  S&P 1,500 Restaurant Index includes the restaurant companies in the S&P 1,500 Index:  BJRI, BH, BOBE,

EAT, BWLD, CEC, CAKE, CMG, CBRL, DRI, DIN, DPZ, JACK, MCD, PNRA, PZZA, RRGB, RT, RUTH, SONC, SBUX, TXRH, WEN, YUM. All indices market capitalization weighted.

144 %

114 %

55 %

60 %

45 %

37 %

70%

100%

130%

160%

190%

220%

250%

280%

Sep-2011

Apr-2012

Dec-2012

Jul-2013

Mar-2014

12-Sep-2011 to 28-March-2014

10

…Driving Significant Shareholder Value

Source:  Public filings and Bloomberg

Note: 12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011. Years relate to CBRL fiscal years.  Figures through CBRL’s fiscal Q2 2014.

($ in millions)

$ 916

$ 1,442

$ 104

$ 31

$ 2,492

CBRL Equity

Market Cap.

Increase in

CBRL Equity

Market Cap.

12-Sep-2011

31-Jan-2014

Total

Shareholder

Value

Dividends Paid

Shares

Repurchased

$1,577

11

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 more shares) on the

ex-dividend date).  12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011.

12

Cracker Barrel vs. Knapp-Track

Consistent Outperformance of Peers in Comparable Store

Restaurant Sales is an Important Driver of Our Business

Momentum

Cracker Barrel Comparable

Restaurant Sales

(1.6)%

3.5%

3.1%

3.8%

3.3%

3.3%

3.1%

2.6%

2.8%

(0.6)%

Knapp-Track™

Casual Dining

Index Comparable Sales

0.9%

2.2%

1.0%

0.3%

(0.3)%

(0.9)%

0.0%

(1.9)%

(1.3)%

(2.6)%

(2.5)%

1.3 %

2.1 %

3.5 %

3.6 %

4.2 %

3.1 %

4.5 %

4.1 %

2.0 %

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

2012

2013

2014

Outperformed

Knapp-Track  

Casual

Dining

Index

For

The

Last

Nine

Quarters

Source:  Public filings and Knapp-Track™

Note:

Knapp-Track™

Casual Dining Index Comparable Sales figure is an approximation based on respective weekly averages.   Quarters relate to Cracker Barrel’s fiscal  year.

TM

TM

13

We Are Keenly Focused on Our Updated Business Priorities to

Continue Driving Performance…

Focus on Better-For-You menu

additions and reinforce everyday

value

Introduced Better-For-You menu items with our

Wholesome Fixin's program launch

Increase value proposition with menu and process

adjustments designed to increase overall guest

satisfaction while maintaining our affordable price points

Continue messaging in support of

the brand, menu and merchandise

Continue

“Handcrafted”

marketing

campaign

with

additional national television during the first quarter to

support the Wholesome Fixin's launch

Drive retail sales with quality,

depth and breadth of the

merchandise assortment

Increase the quality and number of themes

Create consistency with promotions and inventory

pipeline to smooth the sales curve

Focus on improving operations

and margins by applying

technology and process

improvements

Evolve the employee and guest experiences

Implement technology to improve through-put,

efficiencies and food quality

Streamline processes to increase labor productivity

Maximize long-term total

shareholder value

Grow the sustainable quarterly dividend over time

Reinvest capital in the business to support existing

stores and expand the footprint with modest new unit

growth

Extend the brand outside the four walls

14

…While Staying True To Our Core Mission Since 1969

An Outstanding

Employee Experience

An Outstanding

Guest Experience

Improved

Sales & Traffic

Grow same store sales

with menu

development and

retail merchandise

that meet

guests’

evolving needs and

reinforce the brand

Maintain our marketing

message

of quality and value

and deliver a consistent guest

experience while improving

margin

Evolve the store prototype to increase

new unit profitability

Moderate new store growth with a

continued focus on best locations and

consistent execution

Create long-term value

through new

revenue  streams

Extend the power of the Cracker

Barrel

brand beyond the physical

stores

Pleasing People

15

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 that the

Board believes are exceptional relative to the Company’s peers

We believe that Biglari’s recent demand for a special meeting may be motivated by the self-

interest of Biglari in seeking to achieve full liquidity of its investment through a single

extraordinary

transaction

–

and

we

believe

that

the

interest

of

a

single

shareholder

should

not

take priority over the long-term interests of ALL shareholders

The Board believes that the interests of all shareholders are best served by the management

team continuing to focus upon the execution of the Company’s current operational and

strategic plan

16

Appendix A:  Supplemental Information

Technomic Consumer Brand Metrics Study

¹

40¹

42¹

39¹

40¹

44¹

Pleasant, Friendly Service

78

67¹

74¹

68¹

63¹

66¹

73¹

76

75

67¹

Food Taste & Flavor

73

60¹

65¹

61¹

54¹

60¹

69¹

72

74

62¹

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

Welcoming, Comfortable Atmosphere

72

56¹

60¹

54¹

45¹

50¹

62¹

64¹

63¹

50¹

Kid -

Friendly

62

45¹

53¹

43¹

47¹

51¹

46¹

41¹

43¹

51¹

Portion for Price Paid

66

53¹

57¹

51¹

51¹

53¹

59¹

54¹

56¹

51¹

Ability to Provide Value Through High -

Quality Menu Items

58

43¹

50¹

43¹

40¹

43¹

49¹

50¹

51¹

46¹

Prices Relative to Other, Similar

Restaurants

56

41¹

44¹

39¹

41

Leader in Nine of

Ten Categories

Source:  Technomic Consumer Restaurant Brand Metrics Study Q1 2011 – Q4 2013

Note:  Brands include:  Applebee’s, Bob Evans, Chili’s, Denny’s, IHOP, Olive Garden, Outback, Red Lobster, and Steak ‘n Shake.

(1) Rating significantly lower than Cracker Barrel at the 95 level of confidence (Base: approx. 1440 respondents per chain).

2

nd

18

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”

among

Family

Dining

Chains

–

Zagat’s

2010

&

2011

Consumer

Surveys

Named

one

of

Forbes’

America's

100

Most

Trustworthy

Companies

in

2014

Top

“Family

Dining”

Chain

for

19

Consecutive

Years

in

“Choice

in

Chains”

Annual

Consumer

Survey

–

Restaurants

&

Institutions

Magazine

Best

National Restaurant

Chain

in

Readers’

Choice

awards

–

Packaged

Travel

Insider

Gold

Award

–

Courier

Magazine’s

Favorite

Group

Friendly

Restaurant

–

NTA

Tour

Operators

19

Ticker

Company Name

Logo

BH

Biglari Holdings

BOBE

Bob Evans Farms

EAT

Brinker International

CAKE

The Cheesecake Factory

DRI

Darden Restaurants

DENN

Denny’s Corporation

RT

Ruby Tuesday

TXRH

Texas Roadhouse

For purposes of consistency, we are

using the same peer set as previously

shown in 2012 and 2013 Annual

Meeting related investor presentations

We believe this subset of casual and

family dining restaurants represents the

most comparable set of companies to

benchmark Cracker Barrel’s operational

performance

–

Leading casual / family dining

concepts

–

Operational comparability

–

Similar scale

–

Geographical proximity

A Note on Peer Set Used for Benchmarking

Peer Set

Rationale for Inclusion

20

S&P Restaurant Indices Composition

Ticker

Company Name

Logo

S&P

500

S&P

600

S&P

1,500

BJRI

BJ’s Restaurants

BH

Biglari Holdings

BOBE

Bob Evans Farms

BWLD

Buffalo Wild Wings

CAKE

The Cheesecake Factory

CBRL

Cracker Barrel Old Country Store

CEC

CEC Entertainment

CMG

Chipotle Mexican Grill

DIN

DineEquity

DPZ

Domino’s Pizza

DRI

Darden Restaurants

EAT

Brinker International

Ticker

Company Name

Logo

S&P

500

S&P

600

S&P

1,500

JACK

Jack in the Box

MCD

McDonald’s

PNRA

Panera Bread Company

PZZA

Papa John’s International

RRGB

Red Robin Gourmet Burgers

RT

Ruby Tuesday

RUTH

Ruth’s Hospitality Group

SBUX

Starbucks

SONC

Sonic

TXRH

Texas Roadhouse

WEN

The Wendy’s Company

YUM

Yum! Brands

Source:  Standard & Poor‘s

Respective S&P Restaurant Index Constituents

21

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.

Addendum To Spring 2014 Investor Presentation

Cracker Barrel Comparable

Restaurant Traffic

(3.8)%

1.1%

0.6%

1.4%

0.8%

0.2%

0.7%

0.6%

(0.1)%

(2.9)%

Knapp-Track™

Casual Dining

Index Guest Traffic

(0.8)%

(0.2)%

(1.7)%

(2.0)%

(2.4)%

(2.5)%

(1.2)%

(3.2)%

(3.0)%

(4.3)%

Cracker Barrel Relative to Knapp-Track

Traffic

Outperformed Knapp-Track

TM

Guest Traffic For The Last Nine Quarters

TM

(3.0)%

1.3 %

2.3 %

3.4 %

3.2 %

2.7 %

1.9 %

3.8 %

2.9 %

1.4 %

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

2012

2013

2014

TM

Source:  Public filings and Knapp-Track™

Note: Knapp-Track™

Casual Dining Index Weekly Guest Traffic figures are an approximation based on respective weekly averages.  Quarters relate to Cracker Barrel’s fiscal year.

YOY Growth

3.9 %

4.6 %

0.7 %

Margin Improvement

50bps

31bps

(10)bps

Store

Operating

Performance

–

Key

Metrics

Source: Public filings

Margin Improvement

52bps

40bps

(13)bps

EPS

$ 3.81

$ 4.34

$ 4.97

$ 5.22

EPS

Growth

5.2 %

13.9 %

14.5 %

5.0 %

($ in thousands)

Revenue

Adj. EBITDAR

Adj. Operating Income

Adj. Net Income

Revenue CAGR Since Strategic Priorities

Operating Profit CAGR Since Strategic Priorities

Operating Profit Margin

Store

Operating

Performance

–

Benchmarking

Source: Public filings

Note:  Revenue and Operating Profit CAGR reflects compounded annual growth rate over the last 10 quarters. Operating Profit  margin reflects respective LTM periods. Strategic Priorities

announced in Sep-2011.

7.7 %

10.3 %

9.2 %

8.6 %

8.4 %

5.9 %

3.4 %

(5.2)%

(6.4)%

Median: 7.2 %

8.2 %

11.5 %

10.2 %

9.9 %

(6.5)%

(12.5)%

(14.3)%

NM

NM

Median: 1.7 %

3.6 %

12.8 %

5.6 %

4.4 %

3.6 %

1.4 %

(1.3)%

(2.4)%

(6.5)%

Median: 2.5 %

Cracker Barrel Earnings Per Store vs. Steak ‘n Shake  

Steak

‘n

Shake

Earnings

per

Store

Cracker

Barrel

Earnings

per

Store

Source:  Public filings

Note: Time frames referenced relate to ending month of respective quarter.  Quarters represent latest reported quarters per respective company.  Metrics used to show approximate trend in Earnings per

Store for both businesses, metrics do not use identical methodology due to lack of publicly disclosed information.

(1)  Earnings per Store as measured by Steak ‘n Shake’s earnings before income taxes and noncontrolling interests as reported by BH over period average store count.  Quarters relate to BH fiscal year.

(2)  Earnings per Store as measured by Cracker Barrel’s adjusted operating income as reported by CBRL over period average store count. Quarters relate to CBRL fiscal year.

“We believe

operating

income per

store …

is

the metric

that more

accurately

reflects the

Company’s

underlying

performance

and long-

term

financial

health.”

Biglari

Capital Corp.

(8-Oct-2013)

($ in thousands)

$83,338

$94,961

$66,778

$71,073

$81,665

$88,037

$79,638

$75,358

$94,961

$94,531

FY 2012

(Jan 2012)

FY 2013

(Feb 2013)

FY 2012

(Apr 2012)

FY 2013

(May 2013)

FY 2012

(Aug 2012)

FY 2013

(Aug 2013)

FY 2013

(Nov 2012)

FY 2014

(Nov 2013)

FY 2013

(Feb 2013)

FY 2014

(Jan 2014)

Q2

Q3

Q4

Q1

Q2

$27,855

$17,038

$26,565

$16,557

$18,237

$13,526

$19,909

$8,859

$17,038

$10,716

FY 2012

(Dec 2011)

FY 2013

(Dec 2012)

FY 2012

(Apr 2012)

FY 2013

(Apr 2013)

FY 2012

(Jul 2012)

FY 2013

(Jul 2013)

FY 2012

(Sep 2012)

FY 2013

(Sep 2013)

FY 2013

(Dec 2012)

FY 2014

(Dec 2013)

Q1

Q2

Q3

Q4

Q1

1

2

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 shareholders to be held on April 23, 2014. On

March

21  ,

2014,

Cracker

Barrel

filed

a

definitive

proxy

statement

(the

“Proxy

Statement”)

with

the

U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies

from

Cracker

Barrel

shareholders.

INVESTORS

AND

SHAREHOLDERS

ARE

STRONGLY

ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING WHITE 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 may 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 SEC's

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.

st