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.     )

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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)

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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 Company’s nine directors and several other proposals, including, importantly, the approval of the Company’s Shareholder Rights Plan. We believe this is a critical choice for you to make in protecting your investment.

By way of background, a Shareholder 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 year’s 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 ALL Cracker Barrel shareholders an equal opportunity to benefit from a change in control premium.

BIGLARI’S ACTIONS WITHIN HIS OWN COMPANY CONTINUE TO MAKE HIM A THREAT TO CRACKER BARREL SHAREHOLDERS

We believe Mr. Biglari’s 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. Biglari’s 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 Barrel’s 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 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.

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

Fall 2015 –

Investor Presentation

Delivering a Best-in-Class Guest Experience

and Exceptional Shareholder Returns

Important Additional Information

Cracker

Barrel

Old

Country

Store,

Inc.

(the

“Company”)

urges

caution

in

considering

current

trends

and

earnings

guidance

disclosed

in

this

presentation.

Except

for

specific

historical

information,

matters

discussed

in

this

presentation

are

forward

looking

statements

that

involve

risks,

uncertainties

and

other

factors

that

may

cause

actual

results

and

performance

of

the

Company

to

differ

materially

from

those

expressed

or

implied

in

this

discussion.

All

forward-looking

information

is

provided

pursuant

to

the

safe

harbor

established

under

the

Private

Securities

Litigation

Reform

Act

of

1995.

More

detailed

information

on

risks,

uncertainties

and

other

factors

is

provided

in

the

Company’s

filings

with

the

U.S.

Securities

and

Exchange

Commission

(“SEC”),

press

releases

and

other

communications.

The

Company,

its

directors

and

certain

of

its

executive

officers

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

the

Company’s shareholders in connection with the matters to be considered at the Company’s 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

the

SEC in connection with any such solicitation of proxies from the Company’s 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

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.

I.

Cracker Barrel’s Track Record –

Delivering

Superior

Results

II.

Why We Are Here –

Protecting Shareholder Value

III.

Conclusion –

Vote to Approve the Shareholder Rights Plan

Table of Contents

Appendix –

Additional Materials

I. 

CBRL’s

Track

Record

–

Delivering

Superior

Results

Cracker

Barrel’s

Heritage

–

Pleasing

People

Since

1969

Source:

Public

filings,

Technomic

and

Company

website

(1)

Percentages

represent

each

day-part’s

percentage

of

restaurant

sales

in

FY2015.

(2)

Brands

include:

A:

The

Cheesecake

Factory,

B:

P.F.

Chang's

China

Bistro,

C:

Bonefish

Grill,

D:

Buffalo

Wild

Wings

Grill

&

Bar,

E:

Olive

Garden,

F:

Texas

Roadhouse,

G:

Famous

Dave's,

H:

Red

Lobster,

I:

California

Pizza

Kitchen,

J:

IHOP,

K:

Outback

Steakhouse,

L:

Carrabba's

Italian

Grill,

M:

Romano's

Macaroni

Grill,

N:

Mimi's

Café,

O:

Waffle

House,

P:

On

The

Border

Mexican

Grill

&

Cantina,

Q:

BJ's

Restaurant

&

Brewhouse,

R:

Logan's

Roadhouse,

S:

LongHorn

Steakhouse,

T:

Bob

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 concept providing wholesome

connections to guests

635 old-fashioned country stores welcome ~6,700

guests a week

~$2.84bn in annual revenues; ~20% of annual revenues

coming from retail business

Welcome break for travelers across 42 states

The Cracker Barrel Concept

Lunch

Breakfast

Dinner

Diversified

Menu

and

Meal

Offerings

1

39%

37%

24%

Delivering a Recognized Guest

Experience

Technomic Brand Metrics Study -

Brand Uniqueness

Cracker Barrel is Perceived to be

More

Unique

Than

Competitors

2

CBRL Has Delivered Exceptional Shareholder Value Since

the Original Six Priorities Were Announced

Source:  Public filings, Bloomberg, market data as of 30-Sep-2015

Note:  12-Sep-2011 represents the day prior to announcement of Strategic Priorities on 13-Sep-2011.

(1)

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

$30

$40

$50

$60

$70

$80

$90

$100

$110

$120

$130

$140

$150

$160

$170

Sep-2011

Mar-2012

Sep-2012

Mar-2013

Sep-2013

Mar-2014

Sep-2014

Mar-2015

Sep-2015

Daily from 12-Sep-2011 to 30-Sep-2015

$ 147.28

13-Sep-2011

New CEO Sandy

Cochran

announces

Strategic

Priorities

Proxy Vote I

20-Dec-2011

A majority of votes cast

by shareholders (~74% of

non-Biglari

shares)

1

are

for CBRL's slate of

directors

Proxy

Vote

II

15-Nov-2012

A majority of votes cast by

shareholders (~90% of non

-

Biglari

shares)

1

are for CBRL's

slate of directors, an even higher

percentage than 2011)

Proxy

Vote

III

13-Nov-2013

A majority of votes cast by shareholders

(~92% of non-Biglari

shares)

1

are for CBRL's

slate of directors. A majority of votes cast by

shareholders (~90% of non

-Biglari

shares)

1

are against a $20 per share special dividend

02-Jun-2015

CBRL announces special

dividend of $3.00 per share,

in addition to the quarterly

dividend of $1.10 per share

Proxy

Vote

IV

23-Apr-2014

A majority

of votes cast by

shareholders (~92% of non-

Biglari

shares)

1

are against

Biglari's proposals

26-Feb-2013

CBRL announces comparable store

traffic up 0.2%, the first quarter in more

than 10 years with positive comparable

store traffic against a prior-year quarter

with positive comparable store traffic

26-Sep-2013

CBRL

authorizes

new

$50mm share

repurchase plan

03-Oct-2014

CBRL

announces

quarterly dividend of

$1.00 and authorizes

new $25mm share

repurchase plan

+276.6 %

CAGR: 39.3 %

26-Apr-2012

CBRL

announces

comparable store restaurant

sales up 3.1% for the

quarter and a 60% increase

in its quarterly dividend

24-Feb-2015

CBRL announces comparable store 

restaurant sales up 7.9% and increases

earnings per

share

guidance

for 2015

to $6.40 to $6.50 from $5.95 to $6.10

the previous quarter

CBRL Stock Price has Outperformed Its Benchmarks…

Since

Announcement

of

Strategic

Priorities

1

Last Twelve Months

Source:  Bloomberg, market data as of 30-Sep-2015

Note:

S&P

400

Restaurant

Index

includes

Panera,

Buffalo

Wild

Wings,

Cheesecake

Factory,

Brinker,

Cracker

Barrel,

Jack

in

the

Box,

Domino’s

Pizza,

Dunkin’

Brands

and

Wendy’s.

S&P

500

Restaurant

Index

includes

Chipotle,

Darden,

McDonald’s,

Starbucks

and

YUM!

Brands.

S&P

600

Restaurant

Index

includes

Papa

John’s,

Texas

Roadhouse,

DineEquity,

Popeyes

Louisiana

Kitchen,

Sonic,

Red

Robin

Gourmet

Burgers,

Bob

Evans,

BJ‘s

Restaurants,

Biglari

Holdings,

Ruth's

Hospitality

and

Ruby

Tuesday.

(1)

12-Sep-2011 is closing price the day prior to announcement of Strategic Priorities on 13-Sep-2011.

Cracker Barrel

S&P 400 Restaurant Index

S&P 500 Restaurant Index

S&P 600 Restaurant Index

S&P 400 Mid-Cap Index

Russell 2000 Index

60%

100%

140%

180%

220%

260%

300%

340%

380%

420%

Sep-2011

Sep-2012

Sep-2013

Sep-2014

Sep-2015

276.6 %

132.9 %

154.1 %

65.4 %

61.9 %

64.2 %

90%

100%

110%

120%

130%

140%

150%

160%

Sep-2014

Dec-2014

Mar-2015

Jun-2015

Sep-2015

45.5 %

26.2 %

21.5 %

19.1 %

(0.1)%

(0.2)%

…Performance Has Been Even More Dramatic When

Layering in Dividends

7

Source:  Bloomberg as of 30-Sep-2015

Note:

Represents

Total

Shareholder

Return

over

the

period

12-Sep-2011

through

30-Sep-2015.

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.

Share Price Appreciation

Dividend Contribution

277%

342%

289%

225%

161%

106%

95%

77%

78%

382%

364%

236%

175%

194%

169%

137%

50%

42%

(18)%

46%

16%

7%

24%

9%

15%

17%

12%

13%

24%

4%

26%

17%

322%

358%

296%

225%

185%

116%

109%

94%

78%

395%

364%

248%

199%

198%

169%

163%

67%

42%

4%

(18)%

-0.5

0

0.5

1

1.5

2

2.5

3

3.5

4

4.5

Median TSR = 150%

Median TSR = 169%

Median TSR = 150%

Median TSR = 169%

4%

S&P 400 Restaurants

S&P 600 Restaurants

CBRL is Keenly Focused on Continuing to Create Value

for Shareholders

8

Drive traffic

and sales through

advertising, menu strategies and

targeted marketing programs

Continue

to use seasonal menu promotions to drive

frequency

Further expand retail offerings to appeal to a larger

segment of the population and reach new markets

Increase number of on air weeks, sustain the successful

use of pulsing strategy and broaden media mix with

greater digital spend

Apply

technology and process

improvements to enhance overall

guest experience

Integration

of

new

digital

technology

as

a

way

to

add

convenience and enhance the guest experience

Test online waitlist capabilities through new dining room

management system

Launch of the Cracker Barrel Games App

Implement cost savings initiatives

to further drive operating margins

Improve operating margins through process

enhancements, reductions in food costs, utilities and

restaurant and retail labor

Several of these important initiatives to be completed

during

FY16

Invest

in long-term growth

through new unit expansion and

development of the fast casual

concept

Expand

Cracker Barrel footprint, including growth outside

the core market

Offer a different type of guest experience through fast

casual concept restaurants

1

2

3

4

Business Priorities for 2016

II. 

Why We Are Here –

Protecting Shareholder Value

We Are Asking You to Approve Our Shareholder-Friendly

Rights Plan

10

Source:

2015 ISS United States Summary Proxy Voting Guidelines

ISS Guidelines

Deter creeping acquisition

of control without

premium by investor with history of doing so

Should

be

thoroughly

explained

3

years

from

adoption

No more than 3 years

20% trigger

No lower than a 20% trigger, flip-in or flip-over, but

just under 5% for NOL rights plan

No dead-hand, slow-hand, no-hand or similar

feature that limits the ability of a future board to

redeem the pill

No dead-hand, slow-hand, no-hand or similar

feature that limits the ability of a future board to

redeem the pill

If the board refuses to redeem the pill 90 days after

a

qualifying

offer

is

announced,

10%

of

the

shares

may call a special meeting or seek a written

consent to vote on rescinding the rights plan

If the board refuses to redeem the pill 90 days after

a

qualifying

offer

is

announced,

10%

of

the

shares

may call a special meeting or seek a written

consent to vote on rescinding the rights plan

If existing CBRL Rights Plan not approved by

shareholders,

will

terminate

upon

certification

of

shareholder vote

Within 12 months of adoption

Rationale

Rationale

Term

Term

Threshold

Threshold

Limitations

on Future

Redemptions

Limitations

on Future

Redemptions

Mandatory

Redemption

Mandatory

Redemption

Shareholder

Ratification

Shareholder

Ratification

In Guidelines?

CBRL 20% Rights Plan –

Adopted in Apr-2015

The plan before you is not intended to prevent a take-over or to deter fair offers for securities of the Company,

and contains a “qualifying offer” provision for all-cash, fully financed tender offers

ISS Commentary on 2012 Shareholder Rights Plan (02-Nov-2012)

A vote FOR this proposal is warranted because the rights plan contains features that protect shareholders from entrenchment risk. Specifically, the pill has a three-

year term, a 20-percent trigger, and a robust qualifying offer clause and there is no dead-hand or slow-hand provision. In addition, there are no significant

governance concerns at the company.

Identical to the Rights Plan Approved by Shareholders

by a Substantial Margin in 2012

WITH MANAGEMENT

All this… coincides not only with the

dissident's announcement of their

first, failed proxy contest, but with the

new CEO's announcement of her

strategic objectives, which thus far

appear to (be) delivering the goods

and driving meaningful increases in

shareholder value.

-ISS, Nov-2012

Our Shareholders Have Overwhelmingly Supported Us in

the Past

Proxy Advisory Firms’ Recommendations

11

Source:  Press releases, Public filings

(1)

Percentages based on number of shares voted excluding shares controlled by Biglari Holdings and its affiliates.

WITH MANAGEMENT

The company's key performance

trends, careful executive succession

process, and current board renewal

efforts strongly suggest that the

dissident's arguments are poorly-

founded, and that there is not a

compelling need for shareholders to

effect board change at this time.

-ISS, Dec-2011

WITH MANAGEMENT

Support for this proposal, therefore, is

not warranted given the firm's

relatively strong performance and

because the board appears to be

exercising prudent stewardship of

capital.

-ISS, Apr-2014

WITH MANAGEMENT

Given the strong operating and

financial performance under the

reconstituted board… the dissidents

have not made a compelling case that

board change is necessary.

-ISS, Oct-2013

2011 Proxy Vote¹

2012 Proxy Vote¹

2013 Proxy Vote¹

2014 Special

Meeting Vote¹

WITH DISSIDENT

Accordingly, we recommend that

shareholders use Biglari’s GOLD proxy

card to vote.

-Glass Lewis, Dec-2011

WITH MANAGEMENT

Further foundering Biglari's

most

recent solicitation are a series of

relatively uncompelling

and, at times,

specious arguments, which

collectively do little to support a

forward operating plan that is

decidedly light on detail.

-Glass Lewis, Nov-2012

WITH MANAGEMENT

We find no meaningful footing for the

Dissident's current solicitation. In the

simplest terms, the submitted resolutions

are unnecessarily prescriptive,

impractical and counterproductive.

-Glass Lewis, Apr-2014

WITH MANAGEMENT

We believe investors should

reasonably consider the dubious

corporate governance principles

promulgated by Biglari when

considering the prospective appeal of

electing either of Messrs. Biglari or

Cooley.

-Glass Lewis, Nov-2013

Source:  Public filings, company websites, other public sources

We Believe Biglari’s Actions Within His Own Company

Demonstrate the Need to Protect CBRL Shareholders (1/2)

Sardar Biglari has a track record of dubious corporate governance

Sardar Biglari

Used His

Shareholders’

Money to Usurp

Voting Control of

Biglari Holdings

In 2010, Sardar Biglari used shareholder funds to obtain personal voting control of ~15% of Biglari Holdings

shares

—

Mr. Biglari used Biglari Holdings cash to invest in his personally-controlled investment vehicle, The Lion Fund,

which The Lion Fund then used to buy Biglari Holdings stock, allowing the shares to remain outstanding and

allowing him to claim personal voting control (even though he directly owned only ~1%)

In 2015, Sardar Biglari increased his control of Biglari Holdings to 49.5% through a controversial tender offer

via The Lion Fund, again using Biglari Holdings shareholder money to do it

—

This tender offer followed a closely contested proxy fight at Biglari Holdings and now serves to effectively

entrench Mr. Biglari’s

position

—

The maneuver was facilitated by a change to the corporate by-laws (the day before the tender offer), which

included allowing Mr. Biglari to personally vote all 49.5% of shares and only allowing for special meetings to be

called by the Board or Chairman

—

Glass Lewis referred to Mr. Biglari’s

structure as: “a circuitous and economically misaligned ownership

framework between Biglari Holdings and Mr. Biglari’s shareholder-funded investment vehicle”

—

Lucian Bebchuck, Director of the Program on Corporate Governance at Harvard Law School, said of the move:

“the tender offer is an aggressive entrenchment move aimed at enabling the CEO [Sardar Biglari] to use

shareholders’ money to gain control over the Company”

Source:  Public filings, company websites, other public sources

(1)

Percentage represents value of ~4.0mm CBRL shares held in The Lion Fund II ($103.18 per share) divided by BH market capitalization of $711mm as of 30-Sep-2013.

(2)

FY2014 ending 24-Sep-2014. On 16-Oct-2014, Biglari Holdings changed their fiscal year end from September to December.

(3)

Forbes, “The Implosion Of A Warren Buffett Wannabe”, 20-March-2015.

(4)

Biglari Holdings Form 10-K/A filed 30-Apr-2015; Figure includes $900k Base Salary, Biglari Holdings Bonus ($10mm in 2013, $0 in 2014), and Biglari Capital Corp. Incentive Reallocation ($14.7mm in

2013,

$34.4mm

in

2014);

excludes

Provision

for

Shared

Services

by

Biglari

Holdings

to

Biglari

Capital

Corp.

which

equaled

$1.6mm

in

2014.

(5)

Biglari Holdings Form 8-K, filed 3-Jul-2013; Biglari Holdings Form 10-K, filed 13-Dec-2010.

We Believe Biglari’s Actions Within His Own Company

Demonstrate the Need to Protect CBRL Shareholders (2/2)

Sardar Biglari

Has Also

Engaged in

Several Other

Transactions

That Served to

Further Entrench

His Position

In 2013, Biglari Holdings transferred ~3.8 million shares of CBRL stock to The Lion Fund (controlled by

Sardar Biglari through his ownership of Biglari Capital Corp., the general partner) with a 5-year lock-up

—

This

restructuring

transferred

control

over

an

asset

that

constituted

~58%

of

Biglari

Holdings’

market

cap

1

from

the public company to Mr. Biglari’s

personally-controlled private investment entity

In 2013, Biglari Holdings entered into a Trademark License Agreement with Sardar Biglari which requires the

Company to pay him 2.5% of revenues per year upon certain events such as his termination from the

Company or a Change of Control

—

2.5%

of

Biglari

Holdings’

FY2014

2

revenues

was

~$20

million

Other Self-

Interested

Transactions

Biglari Holdings’ restructurings have allowed Sardar Biglari to circumvent his shareholder-approved

$10.9mm

compensation

cap

3

–

Sardar

Biglari

paid

himself

more

than

$25mm

in

2013

and

more

than

$35mm

in 2014

4

—

The 2015 tender offer may allow Mr. Biglari to enhance his personal pay package even further by allowing him to

collect hedge fund-like fees on nearly 50% of Biglari Holdings stock

Sardar Biglari has proposed a dual class, high vote / low vote stock structure at Biglari Holdings on multiple

occasions

As part of the 2013 restructuring, Sardar Biglari acquired 100% of the stock in Biglari Capital Corp. (the

general partner of The Lion Fund) from Biglari Holdings for ~$1.7mm, an asset that Biglari Holdings had

previously

purchased

from

Sardar

Biglari

in

2010

for

~$4.1mm

5

Given Sardar Biglari’s

corporate governance track record, we believe

Cracker Barrel shareholders need the continued protections of a shareholder rights plan

Third Party Views on Biglari’s Governance Practices

Source: ISS, Glass Lewis, Forbes, The New York Times, New York Post

The Board Room Strikes Back

Steven Davidoff Solomon, 21-Apr-2015

[Biglari Holdings’] victory is all the more remarkable because the company is a

symbol of bad governance. It paid Mr. Biglari $34.4 million last year, prompting

recommendations

against

the

management

slate

from

I.S.S.

and

Glass

Lewis.

Sardar Biglari in the Press

[Biglari Holdings’] numerous questionable governance practices, and

particularly decisions by the independent directors regarding corporate

investments in the CEO's personal hedge fund, raise significant questions about

the stewardship of the incumbent directors.

-ISS, 26-Mar-2015

Proxy Advisory Firms’ Commentary on Biglari Holdings’ Spring 2015 Proxy Contest With Groveland Capital

In lieu of acting as a check on Mr. Biglari's predilection for sole investment and

management control, the incumbent board appears, at the very least, content

with continuing to support any program or policy forwarded by Mr. Biglari. These

policies and programs have included, among other things, failed attempts at

creating a dual class share structure at no discernible benefit to ordinary

investors, creation of a circuitous and economically misaligned ownership

framework between BHI and Mr. Biglari's shareholder-funded investment vehicle

and execution of an array of licensing and compensation arrangements that

appear to do little more than transfer wealth to Mr. Biglari without much regard

to the operating performance of the Company's primary asset base or the

tangible returns realized by BHI investors.

-Glass Lewis, 26-Mar-2015

There is a case to be made that Steak n Shake might not have survived the

financial crisis without some sort of activist intervention. There is also a case to

be made, without contradicting the first case, that after having helped the

company survive, the cure subsequently became as bad as the disease.

-ISS, 05-Oct-2015

The Implosion Of A Warren Buffett Wannabe

Antoine Gara, 20-March-2015

In the case of Biglari Holdings, the holding company run by Buffett disciple

Sardar Biglari, 37, there’s little evidence of the corporate stewardship,

shareholder returns and investing prowess that’s made Berkshire Hathaway

a hallmark of American capitalism. Instead, shareholders in Biglari Holdings

are beginning to tire with Biglari’s excessive compensation, self-dealing

and unchecked power, in addition to his company’s murky and sharply

declining financial results.

Biglari’s problems begin with CEO compensation and are illustrative of the

poor judgement and overreach that can ruin a business. Over the past six

years, Mr. Biglari has been paid a total of $75.9 million, with his 2014 pay

exceeding $34 million as annual operating income tumbled to a five-year low.

How Biglari hoodwinked shareholders into such an arrangement is

indicative of his company’s issues.

Maxim’s Relaunch As Men’s ‘Luxury Magazine’

Falls Flat

Keith J. Kelly, 1-September-2015

Biglari fancies himself a Warren Buffett-style conglomerate builder,

although his publicly traded company has been underperforming the

overall stock market for several years. He recently cemented his power by

compelling

Lion

Fund

—

an

investment

company

that

he

controls

—

to

snap

up

29 percent of Biglari Holdings’ stock at $420 a share, giving him control of about

49 percent of the stock.

III. 

Vote to Approve the Shareholder Rights Plan

CBRL is Delivering Superior Performance…

(1)

Company

same

store

restaurant

sales

measured

against

the

Knapp-Track

TM

Casual

Dining

Index,

based

upon

respective

weekly

averages.

Quarters

relate

to

Cracker

Barrel’s

fiscal

year.

Outperformed

the

Casual

Dining

Industry

1

15

Out

of

the

Last

16

Quarters

…And Our Success is Reflected in Our Results

Cracker Barrel Annual Earnings Per Share

Cracker Barrel Annual Dividend Per Share

Source:   Public filings, Press releases and Capital IQ as of 30-Sep-2015

Note:

EPS

numbers

adjusted

for

53

rd

week

in

2012,

and

all

years

adjusted

for

proxy

contest

expenses,

tax

reinstatements,

severance

and

restructuring

charges

where

applicable.

Please

see

Appendix

for

reconciliation of GAAP basis operating results to adjusted non-GAAP operating results. Years relate to CBRL fiscal years.

(1)

Current quarterly dividend of $1.10 annualized by multiplying by four.

Three Years Ago We Presented Our Plan for

FY 2013 to FY 2015

Adjusted Operating Income

8-10% annual growth

Adjusted EPS

12-15% annual

growth

Adjusted Total Shareholder Return

15-18% per year

Metric

Plan

How did we do?

We Achieved These Results Through the Successful

Execution of Our Business Priorities

19

Extending the reach of the Cracker

Barrel brand to drive traffic and

sales

in both our restaurant and

retail businesses

Grew comparable store restaurant sales by 5.1%

Grew comparable store retail sales by 3.6%

Increased comparable store traffic by 2.1%

Optimizing average guest check

through the implementation of

geographic pricing tiers

Developed geographic pricing model and implemented

pricing tiers

Laid the foundation for further optimization of average

guest check

Applying technology and process

enhancements to drive store

operating margins

Realized notable labor savings through our plateware

reduction

initiative

and

a

systemwide

update

to

our

retail

labor scheduling

Completed the rollout of the Dining Room Management

system

Invest

in long-term growth

through new unit expansion and

development of the fast casual

concept

Since implementing new site selection tools, new stores

have outperformed expectations

Opened first of our new store (Fusion) prototype,

designed to save $200K/year in operating costs

Maintaining our balanced

approach to capital allocation

Declared a $3 special dividend

Increased our regular quarterly dividend by 10%,

bringing the total increase of our dividend to 400+%

since 2011

1

2

3

4

Business Priorities for 2015

5

Approve the Shareholder Rights Plan

We are continuing to execute on our proven strategic priorities

We believe it is vitally important to protect our shareholders from Biglari Holdings or

any other party who attempts to accumulate a potentially controlling position without

paying a change of control premium

This is a critical choice for you to make in protecting your investment

Our Board unanimously recommends a vote for the approval of the

Shareholder Rights Plan

Appendix –

Additional Materials

Reconciliation of GAAP Basis Operating Results to

Adjusted Non-GAAP Operating Results

Twelve Months Ended August 3, 2012

Twelve Months Ended July 29, 2011

As Reported

Adjustments

1,4

53rd

Week

As Adjusted

As Reported

Adjustments

1,2,3,4

As Adjusted

Total Revenue

$ 2,580,195

$ (51,059)

$ 2,529,136

$ 2,434,435

$ 2,434,435

Store Operating Income

337,146

–

(11,093)

326,053

305,778

–

305,778

General and Administrative Expenses

$146,171

(6,863)

(1,370)

137,938

139,222

(2,172)

137,050

Impairment and Store Dispositions, Net

–

–

–

–

(625)

830

205

Operating Income

190,975

6,863

(9,723)

188,115

167,181

1,342

168,523

Interest Expense

44,687

–

(811)

43,876

51,490

(5,136)

46,354

Pretax Income

146,288

6,863

(8,912)

144,239

115,691

6,478

122,169

Provision for Income Tax

43,207

2,027

(2,632)

42,602

30,483

1,707

32,190

Net Income

$ 103,081

$ 4,836

$ (6,280)

$ 101,637

$ 85,208

$4,771

$ 89,979

Earnings Per Share –

Basic

$ 4.47

$ 0.21

(0.27)

$ 4.41

$ 3.70

$ 0.21

$ 3.91

Earnings Per Share –

Diluted

$ 4.40

$ 0.21

(0.27)

$ 4.34

$ 3.61

$ 0.20

$ 3.81

Source:  Public filings

(1)

Severance, other charges and tax effects related to organizational changes.

(2)

(Charges) Gain and tax effects of impairment net of gain on sale of property.

(3)

Refinancing costs and tax effects related to the Company's $750 million credit facility.

(4)

Charges and tax effects of the proxy contest concluded at the Company's annual meeting of shareholders.

(5)

Provision for taxes adjusted to exclude the $2.1 million prior year favorable effect of the retroactive reinstatement of the work opportunity tax credit.

(6)

Accrued

liability

and

tax

effects

related

to

the

settlement

of

the

Fair

Labor

Standards

Act

litigation.

Full

year

adjustments

includes

the

amount

accrued

in

the

first

quarter

of

2015,

which was not previously included in the reconciliation schedule.

(7)

Provision for taxes adjusted to exclude the $2.3 million prior year favorable effect of the retroactive reinstatement of the Work opportunity Tax Credit.

(8)

Charges and tax effects of the special meeting of shareholders or proxy contest at the annual shareholders meeting.

(Unaudited and $ in thousands, except per share data)

Twelve Months Ended July 31, 2015

Twelve Months Ended August 1, 2014

Twelve Months Ended August 2, 2013

As Reported

Adjustments

6,7

As Adjusted

As Reported

Adjustments

8

As Adjusted

As Reported

Adjustments

1,4,5

As Adjusted

Total Revenue

$

2,842,284

–

$

2,842,284

$

2,683,677

–

$

2,683,677

$ 2,644,630

–

$ 2,644,630

Store Operating Income

402,424

–

402,424

337,793

–

337,793

344,786

–

344,786

General and Administrative

Expenses

147,544

(3,519)

144,025

129,387

(4,313)

125,074

143,262

(5,634)

137,628

Impairment and Store

Dispositions, Net

–

–

–

–

–

–

–

–

–

Operating Income

254,880

3,519

258,399

208,406

4,313

212,719

201,524

5,634

207,158

Interest Expense

16,679

–

16,679

17,557

–

17,557

35,742

–

35,742

Pretax Income

238,201

3,519

241,720

190,849

4,313

195,162

165,782

5,634

171,416

Provision

for Income Tax

74,298

3,417

77,715

58,721

1,327

60,048

48,517

3,847

52,364

Net Income

$ 163,903

$ 102

$ 164,005

$ 132,128

$ 2,986

$ 135,114

$ 117,265

$ 1,787

$ 119,052

Earning Per Share –

Basic

$ 6.85

$ 0.01

$ 6.86

$

5.55

$ 0.13

$ 5.68

$ 4.95

$ 0.08

$ 5.02

Earning Per Share –

Diluted

$ 6.82

$ –

$ 6.82

$ 5.51

$ 0.12

$ 5.63

$ 4.90

$ 0.07

$ 4.97

S&P Restaurant Index Composition

Respective S&P Restaurant Index Constituents

Ticker

Company Name

Logo

S&P

400

S&P

500

S&P

600

BH

Biglari Holdings

BJRI

BJ’s Restaurants

BOBE

Bob Evans Farms

BWLD

Buffalo Wild Wings

CAKE

The Cheesecake Factory

CBRL

Cracker Barrel Old Country Store

CMG

Chipotle Mexican Grill

DIN

DineEquity

DNKN

Dunkin Brands Group

DPZ

Domino’s Pizza

DRI

Darden Restaurants

EAT

Brinker International

JACK

Jack in the Box

Source:  Standard & Poor‘s

Ticker

Company Name

Logo

S&P

400

S&P

500

S&P

600

MCD

McDonald’s

PLKI

Popeyes

Louisiana Kitchen

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