UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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):
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
On
October 29, 2024, the following presentation was posted by Cracker Barrel Old Country Store, Inc. (the “Company”)
to its proxy solicitation campaign website at www.crackerbarrelshareholders.com (the “Campaign Website”).

| OCTOBER 2024
REINVIGORATING A CHERISHED
BRAND TO CARVE NEW PATHS OF
GROWTH & USHER IN THE NEXT
ERA OF VALUE CREATION |

| FORWARD LOOKING STATEMENTS
Forward-Looking Statements
Except for specific historical information, certain of the matters discussed in this presentation may express or imply projections of items such
as revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These
and similar statements regarding events or results that Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) expects
will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties and other factors which
may cause the actual results and performance of the Company to differ materially from those expressed or implied by such forward-looking
statements. All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform
Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-looking statements generally can
be identified by the use of forward-looking terminology such as "trends," "assumptions," "target," "guidance," "outlook," "opportunity," "future,"
"plans," "goals," "objectives," "expectations," "near-term," "long-term," "projection," "may," "will," "would," "could," "expect," "intend," "estimate,"
"anticipate," "believe," "potential," "regular," "should," "projects," "forecasts," or "continue" (or the negative or other derivatives of each of
these terms) or similar terminology.
The Company believes that the assumptions underlying any forward-looking statements are reasonable; however, any of the assumptions
could be inaccurate, and therefore, actual results may differ materially from those projected in or implied by the forward-looking statements.
In addition to the risks of ordinary business operations, factors and risks that may result in actual results differing from this forward-looking
information include, but are not limited to risks and uncertainties associated with inflationary conditions with respect to the price of
commodities, ingredients, transportation, distribution and labor; disruptions to the Company’s restaurant or retail supply chain; the
Company’s ability to manage retail inventory and merchandise mix; the Company’s ability to sustain or the effects of plans intended to
improve operational or marketing execution and performance, including the Company’s strategic transformation plan; the effects of
increased competition at the Company’s locations on sales and on labor recruiting, cost, and retention; consumer behavior based on
negative publicity or changes in consumer health or dietary trends or safety aspects of the Company’s food or products or those of the
restaurant industry in general, including concerns about outbreaks of infectious disease; the effects of the Company’s indebtedness and
associated restrictions on the Company’s financial and operating flexibility and ability to execute or pursue its operating plans and
objectives; changes in interest rates, increases in borrowed capital or capital market conditions affecting the Company’s financing costs and
ability to refinance its indebtedness, in whole or in part; the Company’s reliance on a single distribution facility and certain significant
vendors, particularly for foreign-sourced retail products; information technology disruptions and data privacy and information security
breaches, whether as a result of infrastructure failures, employee or vendor errors or actions of third parties; the Company’s compliance with
privacy and data protection laws; changes in or implementation of additional governmental or regulatory rules, regulations and
interpretations affecting tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of
pending, future or threatened litigation or governmental investigations; the Company’s ability to manage the impact of negative social media
attention and the costs and effects of negative publicity; the impact of activist shareholders; the Company’s ability to achieve aspirations,
goals and projections related to its environmental, social and governance initiatives; the Company’s ability to enter successfully into new
geographic markets that may be less familiar to it; changes in land, building materials and construction costs; the availability and cost of
suitable sites for restaurant development and the Company’s ability to identify those sites; the Company’s ability to retain key personnel; the
ability of and cost to the Company to recruit, train, and retain qualified hourly and management employees; uncertain performance of
acquired businesses, strategic investments and other initiatives that the Company may pursue from time to time; the effects of business
trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; general or regional economic
weakness, business and societal conditions and the weather impact on sales and customer travel; discretionary income or personal
expenditure activity of the Company’s customers; implementation of new or changes in interpretation of existing accounting principles
generally accepted in the United States of America ("GAAP"); and other factors described from time to time in the Company’s filings with the
Securities and Exchange Commission (the “SEC”), press releases, and other communications. Any forward-looking statement made by the
Company herein, or elsewhere, speaks only as of the date on which made. The Company expressly disclaims any intent, obligation or
undertaking to update or revise any forward-looking statements made herein to reflect any change in the Company’s expectations with
regard thereto or any change in events, conditions or circumstances on which any such statements are based.
Important Additional Information and Where to Find It
On October 9, 2024, Cracker Barrel filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) and an accompanying WHITE
proxy card in connection with the solicitation of proxies for the 2024 Annual Meeting of Cracker Barrel shareholders (the “Annual Meeting”).
INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of these documents and other documents filed with the SEC
by Cracker Barrel for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge in the Investors section of
Cracker Barrel’s corporate website at www.crackerbarrel.com.
Participants
Cracker Barrel, its directors and its executive officers will be participants in the solicitation of proxies from Cracker Barrel shareholders in
connection with the matters to be considered at the Annual Meeting. Information regarding the names of Cracker Barrel’s directors and
executive officers and certain other individuals and their respective interests in Cracker Barrel by security holdings or otherwise is set forth in
the Proxy Statement. To the extent holdings of such participants in Cracker Barrel's securities have changed since the amounts described in
the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3, Statements of Change in
Ownership on Forms 4 or Annual Statement of Changes in Beneficial Ownership of Securities on Forms 5 filed with the SEC. Copies of these
documents are or will be available at no charge and may be obtained as described in the preceding paragraph.
Third Party Information
Certain information contained in this presentation includes data or information that has been obtained from or is based upon information
from third party sources or publicly available filings made by third parties with the SEC. Although the information is believed to be reliable,
neither Cracker Barrel nor its agents have independently verified the accuracy, currency, or completeness of any of the information from
third party sources referred to in this presentation or ascertained from the underlying economic assumptions relied upon by such third party
sources. Cracker Barrel and its agents disclaim any responsibility or liability whatsoever in respect of any such information derived from such
third party sources.
Non-GAAP Financial Measures
This presentation contains certain non-GAAP financial measures, such as adjusted EBITDA. Such non-GAAP financial measures are not
prepared in accordance with GAAP and have important limitations as analytical tools. Non-GAAP financial measures are supplemental,
should only be used in conjunction with results presented in accordance with GAAP and should not be considered in isolation or as a
substitute for such GAAP results. In addition, such non-GAAP financial measures may not be calculated in the same manner as similarly titled
non-GAAP financial measures presented by other companies. For a reconciliation of these non-GAAP financial measures to the most directly
comparable GAAP financial measure, see the Non-GAAP Reconciliations section of this presentation.
2 |

| After fairly evaluating all of his nominees, we decided
to recommend that one of Biglari’s own nominees,
Michael Goodwin, join the Board – after
appointing Jody Bilney to the Board in 2022 as part of
a settlement agreement with Biglari.
The Board recommends the election of its 10
recommended nominees who we believe have the
best qualifications to grow the value of your Cracker
Barrel investment. By contrast, we believe Mr. Biglari
and Ms. Alberti-Perez would be value destructive.
Afte
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and
The Cracker Barrel Board has taken and continues to
take deliberate and thoughtful actions to drive growth
and value creation to address post-pandemic
performance.
Our new CEO, Julie Masino, and bolstered leadership
team are executing a strategic transformation plan
informed by months of data-driven analysis and customer
insights. This plan has the unanimous support of the
Board, including Biglari's own director nominee
appointed by Cracker Barrel in 2022.
We are in the early innings of this transformation – with
positive signs that we are on the right path.
WE ARE HERE
Source: Public filings and company website as of October 2024.
The
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and
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This is the 7th time Biglari has pursued a proxy
contest in the past 13 years. Each time his prior
contests came to a vote, shareholders rejected
Biglari’s nominees and positions by significant and
widening margins.
Biglari’s insistence on another proxy contest appears
to be about self-interest – NOT the best interests of
all shareholders.
Nevertheless, the Board interviewed all of Biglari’s
nominees and made multiple settlement offers that
included appointing two of his nominees to the Board.
Biglari rejected all offers and made clear that his
overriding goal was to personally join the Board.
s and company website as of October 2024.
We are asking for your support of CRACKER BARREL’S 10 RECOMMENDED NOMINEES to ensure
we can continue to execute our plan without interruption for the benefit of all shareholders.
3 |

| EXECUTIVE SUMMARY
• We recognized our post-pandemic challenges and underperformance and appointed Julie Masino as CEO in FY 2024 to lead a new chapter of growth
and innovation.
• Julie and the Board, with the assistance of top-tier external advisors, worked for months to conduct a thorough review of strategy and brand position,
which informed the design and implementation of a strategic transformation plan.
• We are now in the early innings of execution of the plan, which is unanimously supported by the full Board, including Biglari’s nominee from 2022,
Jody Bilney.
• This strategic transformation plan is about reinvigorating a beloved brand and making operational changes to adjust our business model to today’s
reality – it is not a financial “turnaround.”
The Board has taken
aggressive steps to
enhance performance
• The strategic transformation plan is focused on key brand and operational changes that will restore growth and profitability by driving relevance and
delivering an experience guests love. It honors what guests cherish about Cracker Barrel while also opening the door to a new community of guests.
• It includes five pillars and specific initiatives aimed at: refining the brand; enhancing the menu; evolving the store and guest experience; winning in
digital and off-premise; and elevating the employee experience.
• We are seeing the plan take hold, as discussed on our last earnings call.
Our strategic
transformation plan is
the right plan
Our plan is working —
don’t jeopardize the
momentum
• The Board and leadership team are working with urgency to deliver on Cracker Barrel’s promise, carve new paths for growth, and usher in the next
era of value creation for Cracker Barrel shareholders.
• We believe the election of Sardar Biglari and Milena Alberti-Perez would endanger the progress we are seeing and jeopardize value creation.
• We are asking for your support to ensure this critical work can continue uninterrupted.
4 |

| EXECUTIVE SUMMARY
• We agreed to put Jody Bilney on our Board in 2022 as part of a settlement with Biglari.
• The Board interviewed all four of Biglari’s original independent nominees, and made multiple settlement offers that included
offering to appoint two of his original nominees to the Board. Biglari owns less than 10% of our stock – we offered nominees that would represent
30% of the Board.
• Biglari rejected these offers outright – and has made it clear his overriding goal is to personally join the Board.
Biglari already has a
director on the Board
and we made multiple
settlement attempts to
avoid another proxy
contest
X Biglari offers no substantive solutions to Cracker Barrel's challenges. He has demonstrated a shallow and outdated understanding of our
guests, our operations, our industry, and the work we are doing.
X Biglari’s track record in restaurants is terrible. Under his leadership, Steak ’n Shake’s traffic and same store sales (“SSS”) significantly declined
and revenue has fallen by a 20.6%1 CAGR since 2018. Western Sizzlin’ system sales fell by ~50% and only 33 units remain as of June 2024.
X Biglari’s focus at Cracker Barrel and other companies where he has been involved appears to be on gains for himself and his fund at the expense
of other shareholders. We believe that his goal is to extract capital from the business, not invest in its growth.
Biglari’s ideas
risk destroying
shareholder value
Cracker Barrel’s
recommended
nominees are the right
ones to advance our
transformation
• Our recommended nominees bring the necessary experience to oversee the Company’s transformation, return the business to growth, and
deliver enhanced value for all shareholders.
• If all 10 recommended nominees are elected to the Board, none will have joined before 2017, and eight will have joined since the beginning of
2020.
• Importantly, two of the Board’s recommended nominees were originally put forward by Biglari – clear evidence of our Board’s openness to
shareholder feedback and outside perspective, no matter the source.
5 1. Decrease in revenues due to reduced traffic, franchising and reduced units. |

| We are executing a long-term strategic
transformation plan that will return
Cracker Barrel to growth and profitability |

| 7
CRACKER BARREL
44 STATES
658 CRACKER BARREL STORES
$676M RETAIL BUSINESS
20% OFF-PREMISE CHANNEL SALES
FY 2024 $5.2M
AVERAGE STORE VOLUME
$3.4B
REVENUE
$41M
NET INCOME
$212M
ADJUSTED EBITDA1
Source: Public filings and company website.
1. 1. Adjusted EBITDA is a non-GAAP financial measure. For a definition of this non-GAAP measure and a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure, please refer to the Non-GAAP Reconciliations section of this presentation. |

| CRACKER BARREL IS A SPECIAL AND DIFFERENTIATED BRAND WITH UNIQUE
ATTRIBUTES THAT DRIVE OUR DIRECTORS’ SKILL NEEDS
8 1. Source: Black Box Intelligence, as of the week ending October 6, 2024
EVERYDAY VALUE
leveraged to drive traffic, not discounting
LOW AVERAGE CHECK SIZE WITH HIGH VOLUMES
Cracker Barrel average check size $14.58 vs. Casual Dining at $25.981
A BELOVED BRAND
with 55 years of history
LOYAL CUSTOMER BASE
with over 200 million guest
visits per year
AMERICAN STAPLE
that is well-known and
recognized nationwide
OVER 6 MILLION
registered loyalty program members
HIGHLY EXPERIENTIAL BRAND
with significant, profitable, and
complex retail component comprising
~20% of sales
MANY LOCATIONS ALONG
INTERSTATE TRAVEL
CORRIDORS
100%
COMPANY-OWNED
units; no franchisees |

| THE BOARD RECOGNIZED THE NEED FOR CHANGE AND
Casual dining trends, cost
structures, and consumer
behaviors have changed,
particularly post-pandemic
Cracker Barrel needs to refresh
our brand and experience to
delight existing guests and
attract new ones
Brand and business model
investments are needed to adapt
to new generation of guests
9 |

| THE BOARD RECRUITED CEO JULIE MASINO TO CHART A
10
25+ years of experience driving innovation and growth
for globally loved and recognized restaurant and retail brands
As President of International of Taco Bell, she led the
expansion of the division to over 1,000 restaurants in 32 countries
Previously, as North America President of Taco Bell, she
delivered eight consecutive quarters of positive comp growth
while launching culinary, technology, and business model innovations
Previously served in various leadership roles at Starbucks,
Mattel, and as CEO of Sprinkles Cupcakes |

| 11
THE BOARD, JULIE AND THE LEADERSHIP TEAM UNDERTOOK A COMPREHENSIVE,
DATA-DRIVEN REVIEW OF OUR BUSINESS
The primary reasons why guests are dining less frequently
at Cracker Barrel are addressable – speed, value, food
quality, menu, and atmosphere are driving factors
RESEARCH APPROACH AND METHODOLOGY….
Internal Interviews Industry Expert Interviews
Customer Surveys Site Visits
Consumer Data and Industry Analysis
Looking inside and
outside Cracker Barrel’s
traditional customer
base to understand
motivations for
restaurant choice
FOCUSED ON GAINING A BETTER UNDERSTANDING OF FAMILY AND
CASUAL DINING INDUSTRY GUESTS…
Using data insights
to better understand
Cracker Barrel’s
value proposition
Gaining greater
understanding of
the key drivers
that improve
guest experience
and traffic
PROVIDED
KEY INSIGHTS
REITERATED BRAND STRENGTHS IDENTIFIED CORE OPPORTUNITIES
Customer interviews confirmed Cracker Barrel’s strong value
proposition still resonates - they highlighted the homestyle
cooking, consistency, perceived value, hospitality, and homey feel
CRACKER BARREL IS BELOVED AND CAN BE REINVIGORATED |

| OUR STRATEGIC TRANSFORMATION PLAN
IS DESIGNED TO DRIVE GROWTH AND PROFITABILITY
ANCHORED ON THREE OVERARCHING
BUSINESS IMPERATIVES…
Driving relevancy
Delivering food and
experiences guests love
Growing profitability
12
…AND BUILT ON FIVE PILLARS THAT ARE SUPPORTED BY
20 SPECIFIC INITIATIVES AND ENABLERS
Refining the brand
Enhancing the menu
Evolving the store
& guest experience
Winning in digital &
off-premise
Elevating the employee
experience |

| Enhancing 2 the Menu
13
FIVE PILLARS SUPPORTED BY MULTIPLE INITIATIVES AND ENABLERS
Evolving the
Store & Guest
Experience
Winning in
Digital &
Off-Premise
3 4 Refining 1 the Brand
Brand Refresh
Ignite Cracker Barrel
Fandom
Elevated Guest Journey
Elevating the
Employee
Experience
5
Menu of the Future
Menu Management /
Back-of-House
Optimization
Strategic Pricing
Execution Excellence
Refresh the Estate
Next Gen Format
Transform Retail
Customer Activation &
Loyalty
Category Leading
Delivery / To-Go
Catering Reset
Employee Value
Proposition
Modernized Training
& Tools
Transformed Manager
Experience
Transformation System
Tech Modernization
Margin Optimization
Testing
13
ENABLERS |

| OUR STRATEGIC TRANSFORMATION PLAN TOUCHES EVERY PART OF
OUR BUSINESS
14 Source: Public filings as of October 2024.
We are modernizing and refreshing the Cracker Barrel brand
REFINING THE BRAND
Updating brand platform
and positioning
• Research revealed strong
foundation of customer
love and brand affinity
Completed new customer segmentation
strategy for enhanced targeting
Improving allocation of marketing and
advertising spend across channels |

| Enhanced culinary innovation
and new menu item introduction
process
• Largest proprietary guest
research in brand history
resulted in 60+ items added
to innovation pipeline
• New menu items for lunch
and dinner, leading to 4%
increase in year-over-year day
part traffic
Introduced new menu architecture and
design, improving value scores despite
taking additional price
Optimizing back of house strategy to drive
efficiency, enhance product quality and taste,
and simplify execution in restaurants
OUR STRATEGIC TRANSFORMATION PLAN TOUCHES EVERY PART OF
OUR BUSINESS
15 Source: Public filings as of October 2024.
We are reimagining our menu to highlight signature dishes, while adding
craveable and ownable new items that drive repeat traffic. Additionally, we
are improving our scratch-made processes and strategic pricing
capabilities.
ENHANCING THE MENU
Supply chain innovations to deliver
significant cost savings |

| OUR STRATEGIC TRANSFORMATION PLAN TOUCHES EVERY PART OF
OUR BUSINESS
16 Source: Public filings as of October 2024.
We are focusing on operations, returning our stores to brand standards, and
undertaking a targeted, efficient approach to store refreshes and remodeling
Focusing on metrics that matter
• Improved Google Star rating to
4.2; highest correlation with
SSS growth
• Internal net sentiment scores hit
highest levels
• Seat-to-eat times improved 7%,
one of the biggest pain points for
our guests
Making needed investments in
maintenance and facilities
25+ remodels planned for FY 2025
that enable the team to test different
configurations and spend/investment
levels to optimize the ROIC for
shareholders and speed to market
for the future
EVOLVING THE STORE AND GUEST EXPERIENCE |

| OUR STRATEGIC TRANSFORMATION PLAN TOUCHES EVERY PART OF
OUR BUSINESS
17 Source: Public filings as of October 2024.
WINNING IN DIGITAL AND OFF-PREMISE
We have launched a rewards program to delight guests while providing robust
data and insights to drive the business as we continue to invest in other
technology systems
Over 6 million registered members
in just one year, more members
than initial projections
Rewards delivering incremental
traffic, gross sales, net sales,
restaurant and retail transactions
• 50% more visits and 10% higher
check size from members versus
non-members
• Members also spend 40% more in
the retail department than non-members
• Rewards members showing greater
frequency and overall basket spend
Investing in technology systems
to enhance guest experience and
streamline operations
Unique program where guests have
ability to earn and redeem on both
restaurant and retail purchases |

| OUR STRATEGIC TRANSFORMATION PLAN TOUCHES EVERY PART OF
OUR BUSINESS
18 Source: Public filings as of October 2024.
ELEVATING THE EMPLOYEE EXPERIENCE
We are making efforts to ensure our people feel valued and giving
them the tools they need to succeed and take even better care of our
guests
Introducing enhanced
tools, processes, and
store environment to
improve employee
experience
New training and improved processes to
enhance manager experience
• Hourly team member turnover improved by 13
percentage points in Q4 of FY 2024, reducing
costs
• Reduced management turnover by 5
percentage points, retaining key leaders
creating operational stability |

| TRANSFORMATION PLAN PUTS CRACKER BARREL ON A CLEAR PATH TO ACHIEVE
OUR FY 2027 FINANCIAL TARGETS
19
FY 2024 FY 2025 FY 2027
$3.47B
$3.80B – $3.90B
$3.40B – $3.50B
FY 2024 FY 2024 FY 2025 FY 2027
$211.62M
$375M - $425M2
$200M - $215M2
$40.90M
FY 2027 TARGETS
REVENUE ($B) NET INCOME / ADJUSTED EBITDA1 ($M)
1. Adjusted EBITDA is a non-GAAP financial measure. For a definition of this non-GAAP measure and a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure, please refer to the Non-GAAP Reconciliations section of this presentation.
2. The Company is not able to reconcile the forward-looking estimate of adjusted EBITDA set forth above to a forward-looking estimate of net income, the most directly comparable estimated measure calculated in accordance with GAAP, without unreasonable efforts
because the Company is unable to predict, forecast or determine the probable significance of certain items impacting these estimates, including interest expense, taxes, closure and impairment charges and share based compensation, with a reasonable degree of
accuracy. Accordingly, the most directly comparable forward-looking GAAP estimate is not provided.
3. The CAGR calculation uses the midpoint of the ranges for the forward-looking estimates presented.
5 Net Income Adjusted EBITDA .6%
CAGR3 38.8%
CAGR3 |

| DISCIPLINED APPROACH TO STORE AND FACILITY CAPITAL EXPENDITURES
WE ARE TAKING A PRUDENT, DATA-DRIVEN APPROACH TO OUR CAPITAL EXPENDITURES,
20 TESTING INVESTMENT AND MEASURING INCREASED TRAFFIC AND SALES TO BE THOUGHTFUL IN HOW WE SPEND
STORE REMODELS
• Through four-tiered remodel program, we are determining what
resonates with guests to minimize capital spend and achieve
optimal returns
• Traffic and sales have grown in the four pilot stores
updated in FY 2024
• 25 to 30 full remodels planned in FY 2025, 25 to 30
lower capex “refreshes” anticipated
TECHNOLOGY AND LOYALTY PROGRAM
• Customers are responding well to the program and
it is driving incremental traffic
• Membership has exceeded expectations and is
providing valuable data and insights
NEW STORES
• Conservatively opening only two new stores in FY 2025 to
maintain development muscle and learn from new units
• Only five new stores opened since September 2020 on a
base of over 600
STORE AND FACILITY UPGRADES
• Investing to align our national
fleet with brand standards
• Addressing necessary updates
that fell behind due to the
pandemic and supply chain
issues
• Maintaining the condition and
aesthetic quality of our stores to
deliver an experience guests love |

| 2.1%
2.5%
0.0%
1.4%
0.0%
3.4%
0.0%
5.8%
STRATEGIC CAPITAL ALLOCATION IS CORE TO OUR ABILITY TO DRIVE GROWTH
OUR NEW DIVIDEND ENABLES US TO INVEST IN GROWTH AND RETURN CAPITAL
Peer
Median:
1.4%
____________________
Source: Public filings and FactSet as of October 2024.
Current Dividend Yield
As anticipated, our dividend change led to an initial decline in
share price, but it was a calculated decision to enable us to
allocate the capital to reinvest in the business.
We are carefully pacing our investments. Our approach focuses
on methodically testing initiatives, identifying what works and
scaling those with the highest returns.
Investors and research analysts are understandably taking a
“wait and see” approach to our stock, but they have appreciated
the need for our transformation, the analysis we have done, and
the transparent nature by which we are keeping them updated.
BY MINDFULLY REINVESTING OUR CAPITAL, WE POSITION
OURSELVES FOR FUTURE SUCCESS
Today
Our previous dividend yield, 9.1%
from May ’24, was 6.5x larger than
the peer median
2.1%
2.5%
0.0% 0.0% 0.0%
1.4%
3.4%
5.8%
21 |

| HISTORY OF ENGAGING
WITH BIGLARI
We have made multiple attempts to
settle with Biglari and avoid another
unnecessary proxy contest
22 |

| 23
CRACKER BARREL HAS ENGAGED EXTENSIVELY WITH BIGLARI OVER THE YEARS
Numerous
Engagements with Biglari Since
2019, Including In-Person
2.5%
Of Unaffiliated Shareholders Voted With Biglari
in the Last Proxy Contest that Went to a Vote
4
Biglari Attempts to Put
Himself on the Board
7
Distracting and Costly Contested
Solicitations Initiated by Biglari
0
Biglari Nominees Elected Outside of a Settlement
Agreement in Any Contested Election
We have proven that we are
always open-minded to
appointing strong directors to
our Board, regardless of the
source
In 2022, we added Jody Bilney, one of Biglari’s
nominees, to our Board
In 2024, we are recommending “For” Biglari
nominee Michael Goodwin to join our Board
BY THE NUMBERS
BIGLARI’S ACTIONS
BY THE NUMBERS
HOW SHAREHOLDERS HAVE RESPONDED |

| CRACKER BARREL HAS LOOKED FOR SOLUTIONS BUT BIGLARI IS NOW FORCING
HIS SEVENTH PROXY FIGHT IN 13 YEARS
2011
DECEMBER 2011
Biglari’s proxy fight for one Board
seat was unsuccessful
Unaffiliated Support for Biglari:
26.2%
BIGLARI LOSS
NOVEMBER 2012
ISS and Glass Lewis
recommended rejecting
Biglari’s nominees – one of
which was Biglari himself
All management nominees
were elected
Unaffiliated Support for
Biglari: 9.9%
NOVEMBER –
DECEMBER 2013
Shareholders voted in
favor of all CBRL
nominees
Unaffiliated Support for
Biglari: 8.0%
APRIL 2014
ISS and Glass Lewis recommended
shareholders ignore Biglari’s push
for a sale of CBRL
Biglari’s proposals were voted down
Unaffiliated Support for Biglari:
6.8%
2012 2013–2014 2015–2016
OCTOBER –
NOVEMBER 2015
Biglari opposed CBRL’s
proposal to adopt a
poison pill
Shareholders approved
the poison pill
NOVEMBER 2016
Despite Biglari
withholding votes for
directors, all CBRL
directors were
re-elected
2020–2021
NOVEMBER 2020
Biglari nominated one director,
and after ISS and Glass Lewis
recommended against him –
shareholders re-elected CBRL
directors
Unaffiliated Support for Biglari:
2.5%
DECEMBER 2021
Biglari sent a letter to
shareholders, pushing
CBRL to target a near
100% dividend payout
ratio
2022
JUNE 2022
Biglari sent a follow up letter
nominating two directors
and pushing to replace CEO
Sandy Cochran
SEPTEMBER 2022
CBRL settled with
Biglari and agreed to
appoint one of
Biglari’s director
nominees, Jody
Bilney
Biglari’s previous campaigns that went to a vote were soundly rejected by shareholders by increasingly large margins
WE BELIEVE SARDAR BIGLARI’S FOCUS IS ALWAYS ON
SHORT-TERM GAINS AT THE EXPENSE OF LONG-TERM SUCCESS
BIGLARI LOSS BIGLARI LOSS
BIGLARI LOSS
BIGLARI LOSS
BIGLARI LOSS
24 |

| CRACKER BARREL MADE MULTIPLE ATTEMPTS TO REACH A SETTLEMENT
Biglari’s Primary Goal is
to Secure a Board Seat
For Himself.
We believe that Biglari is trying to
build his brand at Cracker
Barrel's expense – and to
shareholders' detriment.
• Julie Masino reached out to Biglari shortly into her tenure as President and CEO to solicit feedback.
• Ms. Masino and members of our senior leadership team hosted Biglari at two in-person meetings – once in
March and again in June this year.
• Biglari offered no substantive or helpful insights. Instead, he insisted on personal Board seats and when our
Board refused, launched a costly and distracting proxy contest, nominating four individuals and himself.
• Our directors conducted panel interviews of all four of Biglari’s original nominees, carefully considering their
qualifications and Cracker Barrel's needs.
• One, Michael Goodwin, was found to have skills that would be additive to the Board. Another nominee, since
withdrawn by Biglari, had hospitality experience and demonstrated key insights and experience relevant to
consumer brands and to Cracker Barrel.
• The Board made multiple settlement offers to Biglari that included offering to appoint these two nominees so
as to avoid yet another proxy contest.
• He rejected each settlement offer outright and has made it clear that his overriding goal is to personally join
the Board.
25 |

| 26
BIGLARI WOULD HAVE TWO DIRECTORS ON THE BOARD WITH OUR SLATE OF
RECOMMENDED NOMINEES
1. Source: Biglari Capital Corp. Definitive Proxy Statement filed October 10, 2024
Jody Bilney has provided outstanding contributions since joining the Board in 2022.
Her deep understanding of marketing and consumer expertise helped shape the
strategic transformation plan, which she actively helped design and enthusiastically
supports.
JODY BILNEY
Independent Director
Originally nominated
by Biglari in 2022
MICHAEL GOODWIN1
Independent Director Nominee
Biglari nominee recommended
“For” by Cracker Barrel Board
Deep public company executive experience at
Humana, Inc., Bloomin’ Brands, Inc., Charles Schwab
Corporation, and Verizon Communications, Inc.
Restaurant Industry branding expertise having served
as Chief Brand Officer for Bloomin’ Brands, one of the
largest casual dining restaurant companies in the world
Extensive public company board experience, including
at Chuy’s Holdings, Inc., Masonite International
Corporation, and Alignment Healthcare, Inc.
Multi unit restaurant experience as both an executive
(Bloomin’ Brands) and Board member (Chuy’s)
RELEVANT EXPERIENCE TO CRACKER BARREL
30+ years of information technology and
cybersecurity experience at retail and
consumer brands, including as Chief
Information Technology Officer of PetSmart
Held several positions of increasing
responsibility at Hallmark Cards including
Chief Information Officer
Extensive experience serving in public and
private boards, including as current
director on the Burlington Stores board
RELEVANT EXPERIENCE TO CRACKER BARREL
The Board interviewed Michael Goodwin and believes he has the skills, experience,
and knowledge of retail and consumer brands to make him an outstanding Cracker
Barrel director.
We are taking the unusual step of recommending he replace Tom Barr, who is not
standing for reelection. |

| 27
WE BELIEVE ALBERTI-PEREZ DOES NOT BRING THE RIGHT SKILLSET TO
CRACKER BARREL
WHY ALBERTI-PEREZ SHOULD NOT BE ELECTED
No management or board experience in the restaurant, hospitality, retail, or multi-unit consumer brands sectors
Career has been substantially in the publishing sector, and she lacks consumer
brand experience
Financial turnaround expertise is not relevant to Cracker Barrel’s current situation
In her Board interview, exhibited no understanding of Cracker Barrel or its
business and admitted she had never visited a Cracker Barrel
We believe Ms. Alberti-Perez would deprive the company of important skills and
expertise and risk derailing our progress.
Ms. Alberti-Perez’s
duplicative financial
skills and publishing
industry experience
are not additive to
our Board or
supportive of our
strategic
transformation plan |

| 28
WE BELIEVE BIGLARI WOULD BE VALUE DESTRUCTIVE AT CRACKER BARREL
We believe Mr. Biglari
is looking for a target
to deploy his
playbook of
underinvesting and
extracting capital –
which has destroyed
value elsewhere
WHY BIGLARI SHOULD NOT BE ELECTED
We believe his interests are not aligned with other shareholders – he is focused
on extracting needed capital for his own purposes just as he did at Steak ’n
Shake and Western Sizzlin
Chairman and CEO of three restaurant companies, raising overcommitment and
competitive concerns
Used shareholder funds to gain personal control of a public company; criticized
for poor business performance, corporate governance, and outsized
compensation
Poor total shareholder return (“TSR”) performances, lagging the S&P 500 by
large margins
Mr. Biglari's insistence on a proxy contest appears to be about self-interest not the best
interests of all shareholders. |

| BIGLARI’S POOR
TRACK RECORD
29
Sardar Biglari’s history of shareholder
value destruction and bad governance |

| 30
BIGLARI’S SELECTIVE AND MISLEADING DISCLOSURE IN HIS OCTOBER 25TH
PRESENTATION
• Biglari highlights his Steak ‘n Shake “success”, but he ignores his lost decade
• Biglari showed same-store sales performance from 2006 to 2010, but doesn’t highlight anything
again until 2019
• What happened in between – from 2010 to 2019 sales fell over (10%) and operating income fell by (148%) 1, despite
growing units by 127
• He included a quote from Larry Hyatt from over 11 years ago
• This is a great example of Biglari living in the past – the world has changed since 2013
• Biglari gives only half the facts… says the Cracker Barrel plan is based on the results of two stores
• “We are taking the learnings from our 4 pilot stores and applying to our first market test in Indianapolis, Indiana. For this
12-store test, we are bringing together elements from the remodel program along with new menu items and service
standard enhancements to further refine our hypotheses around the remodel program and algorithm.” – Julie Masino,
Cracker Barrel 4Q 2024 Earnings Call
• He attacked Carl Berquist’s, our board chair, capital allocation experience… he was the CFO of Marriott International
for six years
• Marriot International’s stock price rose +350% during his tenure
• Biglari wants to highlight our traffic, but didn’t want you to know his own
• Cracker Barrel’s traffic down (5.2%)3 and Steak ‘n Shake’s traffic down (22.0%)1 between 2016 and 2019, which is
when he stopped disclosing that figure
• Biglari says he wants qualified directors… or is it just about him?
• He has lost every prior contest that went to a vote, by increasing margins
• Milena in her board interview admitted she had never been to a Cracker Barrel and didn’t have time to prepare
$39.7
($18.6)
$26.2
2015 2019 2023
Source: Biglari Holdings October 25, 2024 public filing.
1. Biglari Holdings 2010-2023 Annual Reports.
2. Biglari Holdings share price performance based on FactSet data.
3. Cracker Barrel 2016-2019 Annual Reports.
STEAK ‘N SHAKE’S OPERATING INCOME ($M) 1
BIGLARI HOLDINGS SHARE PRICE PERFORMANCE 2
0%
50%
100%
150%
200%
Dec-17 May-19 Sep-20 Feb-22 Jun-23 Oct-24
Russell
2000
+43.8%
Biglari
Holdings
(58.4%) |

| 31
BIGLARI AND STEAK ‘N SHAKE HISTORY
Over the past decade, we
believe Biglari has consistently
put self-promotion and
self-interest over the health of
the Steak ‘n Shake brand
• Biglari first took over Steak ‘n Shake in 2008
through a proxy fight with a stated goal of opening
1,000 franchised units domestically
• Biglari entered into licensing agreement to include
his name in Steak ‘n Shake’s naming rights,
providing a large payout in case of his termination
• After initially benefiting from post-recession
recovery, Steak ‘n Shake saw a significant decline
in traffic starting in 2016, driven by, in our view,
Biglari’s cost-cutting policies and a failure to
adapt to intensifying competition, eroding
previous success
• By 2018, Steak ‘n Shake was operating at a loss
after multiple years of declining performance with
traffic falling by 7% and SSS falling 5.1% just that
year, largely due to poor execution and
outdated processes
• After ongoing struggles, Biglari introduced a low-investment, profit-sharing model in 2019 to revive
Steak ‘n Shake’s declining franchise network,
which ultimately failed as units had peaked at
626 in 2018, far short of the goal of 1,000 units
• By 2021, Steak ‘n Shake was bailed out by
Biglari Holdings, which paid $153M to
creditors
• Facing ongoing losses, Biglari continued to cut
costs by eliminating servers and investing
$50M in self-service kiosks, which have been
criticized by many in Steak ‘n Shake’s loyal
customer base
• Biglari continues to close company-owned
Steak ‘n Shake units and transition others to
franchised units in a bid to return to
profitability. The shift away from Steak ‘n
Shake’s original brand identity as a service
business has led to significantly lower net
promoter scores and negative online reviews
from alienated customers.
• Since 2018, average unit volumes have fallen
by about 10%, system sales have fallen by
9.0% annually, revenue has fallen by 20.6%1
and total restaurants in the system have
dropped by 144
When Sardar Biglari took
control of Steak ‘n Shake,
he put this full-size photo
in every restaurant
Source: Biglari Holdings Annual Reports from 2018 to 2021 and Technomic report.
1. Decrease in revenues due to reduced traffic, franchising and reduced units.
Biglari licensed his own
name as a self-protection
mechanism |

| $804 $793
$761
$595
$344
$263
$232 $240
2016 2017 2018 2019 2020 2021 2022 2023
32
STEAK ‘N SHAKE RECENT PERFORMANCE UNDER BIGLARI
Biglari’s Steak ‘n Shake Revenue % System SSS
(0.6%) (3.0%) (6.5%) (5.7%) (11.7%) 12.5% 7.5% (2.6%)
Traditional Franchise Franchise Partner Company-Operated 2
RAPIDLY DECLINING REVENUES ($M)1 DECLINING UNIT BASE VOLATILE PROFITABILITY (EBIT in $M)
(20.6%)
CAGR
Source: 2023 Biglari Holdings Annual Report.
1. Decrease in revenues due to reduced traffic, franchising and reduced units.
2. Franchise Partner restaurants are part of a program to transition company-operated restaurants to franchise partnerships and are all single-unit owner-operators.
417 415 413
368
276
199 177 148
173 200 213
213
194
178
154
128
29
86
159
175
181
590
615 626 610
556
536
506
457
2016 2017 2018 2019 2020 2021 2022 2023
(6.1%)
CAGR
% EBIT Margin
Down 24.5% since 2016
4.3% 0.1% (1.4%) (3.1%) (1.3%) 5.1% 5.0% 10.9%
$34.7
$0.4
($10.7)
($18.6)
($4.6)
$13.5
$11.5
$26.2
2016 2017 2018 2019 2020 2021 2022 2023
Before
COVID |

| 33
BIGLARI’S STRATEGY COMPROMISED STEAK ‘N SHAKE’S
STANDARDS IN CUSTOMERS’ EYES
“Weakening sales at the burger chain has ushered in an era of massive changes at the company, along with closed restaurants.
The brand operated 612 restaurants five years ago but has closed 129 of them since then... Steak ‘n Shake had come days from
filing for bankruptcy protection in 2021 until Biglari Holdings paid off its debt at the last minute.”
RESTAURANT BUSINESS ONLINE, 2023
34 19 8 (7) (14) (12)
Steak ‘n Shake is the only major burger chain that has declined since 2019 in system
sales and has by far the worst net promoter score
YoY Same-Store Traffic
Due to Biglari’s ineffective strategy, cumulative same-store traffic had fallen by 20%+ in
just four years, even before there was a global pandemic
Source: Biglari Holdings Annual Reports from 2016 to 2019 and Comparably.
TRAFFIC FELL RAPIDLY WELL BEFORE COVID… …AND CLEARLY THE BRAND HAS NOT IMPROVED SINCE
(1.2%)
(4.4%)
(7.0%)
(11.2%)
2016 2017 2018 2019
NET PROMOTER SCORE
(29.6%)
119.5%
38.3% 37.9%
32.7%
26.0%
11.0%
(33)
System Sales Since 2019
(20%+) |

| BIGLARI AND WESTERN SIZZLIN HISTORY
34
After having invested in the company, in 2006, Biglari was appointed as
Chairman of the Board, setting the stage for his eventual acquisition and
full control of the 140-restaurant company
In 2010, Western Sizzlin and Steak ‘n Shake merged, with the
combined entity changing its name to Biglari Holdings, Inc., Western
Sizzlin shareholders received a five-year 14% subordinated debenture in
the merger
Starting in 2011, Biglari extracted $3.2M in annual cash distributions
from Western Sizzlin, continuing into 2012, but by 2013 the brand’s
struggles became evident as operating income dropped over 75%,
forcing Biglari to reduce its annual cash distribution
By 2018, without sufficient capital to maintain, let alone grow, the store
base, Western Sizzlin system unit count had fallen to only 59 units, well
below the initial count of 140 units
After severely struggling during COVID, Western Sizzlin reported its first
operating loss of about $1M, but Biglari continued to take sizeable cash
distributions
Since 2019, system sales for the brand have fallen by almost 50%
Biglari’s ongoing extraction of capital from Western Sizzlin has led to a
significant decline in the brand, reducing the number of units to just 33
as of June 2024
Western Sizzlin distributions were an average of 1.5x the size of total
operating income each year
Source: Public filings and company website as of October 2024.
We believe Western Sizzlin exhibits the consequences of short-term cash extraction at the expense of long-term brand viability |

| 35
WESTERN SIZZLIN RECENT PERFORMANCE UNDER BIGLARI
Company-Operated Traditional Franchise
Source: Biglari Holdings Annual Reports from 2016 to 2023 and 10-K Filings.
REVENUES ARE FAR SHORT OF 2019 LEVELS ($M) EBIT HAS STEADILY DECLINED OVER TIME (EBIT in $M)
$13
$14
$15 $15
$6
$8
$10
$11
2016 2017 2018 2019 2020 2021 2022 2023
3 444 3333
64
58 55
48
39 38 36 35
67
62
59
52
42 41
39 38
2016 2017 2018 2019 2020 2021 2022 2023
UNITS HAVE PLUMMETED SINCE DAY ONE
$2.5
$1.9
$2.0
$1.8
($0.8)
$0.9
$1.5
$1.8
2016 2017 2018 2019 2020 2021 2022 2023
Down 28.5% since 2016
18.6% 13.0% 13.5% 11.5% (12.0%) 11.4% 15.2% 16.4%
(8.0%)
CAGR (7.8%)
CAGR
Biglari’s Western Sizzlin Revenue % EBIT Margin |

| $3
$6
$9
$12
$15
$19
$21
$23
$26 $26 $27
$28
$29
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
94 92
86
75
70
67
62
59
52
42 41 39 38
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
36
AS BIGLARI HAS STRIPPED CAPITAL FROM WESTERN SIZZLIN, UNITS
HAVE DECLINED AND CUSTOMERS HAVE GIVEN UP ON THE BRAND
“Ever since Phil and I took control of Western Sizzlin in 2006, we have been wringing cash from
the business and channeling it into other investments”
SARDAR BIGLARI IN 2018 ANNUAL REPORT
…And customers have noticed
the significant decline
This place used to have great food, fast service, and an overall great
family atmosphere. It doesn't have any of that now. Food was gross,
waitresses are less than helpful, and the entire place was
disgusting!!! Twice there was mold on the strawberries on the salad
bar when I ate here. UNSANITARY! THE BATHROOMS ARE EVEN
WORSE!!! I'm surprised the health department hasn't shut them
down.
Hadn't been there in six months. Won't be going back there again.
Rude/lack of service, overcooked food (some nearly burned / dried
out left on the warmer bars), and the lady cashier was being rude by
arguing with my wife over the price because the woman kept adding
additional items. Definitely not worth the price paid.
Source: Biglari Holdings Annual Reports from 2011 to 2023.
Units have rapidly declined since Biglari took over
the Board…
WESTERN SIZZLIN UNITS
Biglari extracted capital at the expense of the health
of the company…
CUMULATIVE CASH DISTRIBUTIONS TO BIGLARI
FROM WESTERN SIZZLIN ($M)
(7.3%)
CAGR |

| “Holding majority control, he runs Biglari Holdings as he sees fit, without heeding outside advice.
He likens his management style to ruthless industrialists who built massive fortunes in the 19th
century (but utilized aggressive tactics to drive competitors out of business). ‘We are old-fashioned.
Our whole modus operandi is old-fashioned,’ Biglari told the audience. ‘Can you imagine an Andrew
Carnegie or a Cornelius Vanderbilt seeking a cadre of consultants on whether they should buy a
steel mill or buy a railroad?’”
My San Antonio “Has San Antonio’s Sardar Biglari lost his touch?” – Patrick Danner July 2020
THE PUBLIC RECORD SHOWS BIGLARI TO BE SELF-INTERESTED TIME AND
TIME AGAIN
37
A SELF-ABSORBED ONE-MAN SHOW WHO SHUTS OUT ALL FEEDBACK
“…Groveland Capital launched an activist campaign to replace Biglari this fall, accusing him of a host of
shareholder unfriendly actions such as transferring company assets into a fund he manages to gain
out-sized incentive payments, and using royalties to license his name as a means to create an up to
$100 million golden parachute.”
Fortune Magazine “Buffett Wannabe Biglari Unapologetic After Beating Investor Challenge” – Antoine Gara April 2015
MANY OTHERS, INCLUDING OTHER ACTIVISTS, HAVE IDENTIFIED HIS SELF-INTERESTED
MISMANAGEMENT
“Michelangelo is quoted as saying, ‘The sculpture is already complete
within the marble block, before I start my work. I just have to chisel
away the superfluous material.’ Likewise, we removed the
superfluous elements, from breakfast items and chicken sandwiches
to silverware and table service, to name a few, in order to sculpt a
better business model. We Michelangelo’ed Steak n Shake.”
Biglari Holdings Inc. 2021 Annual Report
COMPARING HIS WORK TO THE LIKES OF MICHAELENGELO
“One shareholder who sued over the new structure complained that it
would guarantee that Biglari maintains “perpetual control” over the
company…A few years prior to the creation of new structure, Biglari
Holdings bought back about $250 million of stock and transferred it to
Biglari’s private hedge fund rather than retire the shares. Biglari
personally votes those shares, so in essence he used the company’s
own money to get control of it.”
My San Antonio “Has San Antonio’s Sardar Biglari lost his touch?” – Patrick Danner July 2020
MAINTAINING HIS CONTROL IS SOLE FOCUS
“Shawn Biglari, Sardar Biglari’s brother, is employed as Senior Vice
President of Franchise Partnerships for Steak ‘n Shake… Ken Biglari,
Sardar Biglari’s father, is a consultant to Steak n Shake.”
Biglari Holdings Inc. Proxy Statement – April 2024
FAVORED FAMILY OVER QUALIFIED INDIVIDUALS FOR LEADERSHIP
“To understand the brutality of capitalism, one need
only study the history of the restaurant industry, which
too often resembles a graveyard of failed businesses.
Combining ease of entry with ready access to financing
is a recipe for failure. When a business is in decline,
trying to bring back its greatness through capital
investment is usually a mistake.
We took a divergent path by investing the earnings
not needed within our restaurant businesses in areas
such as insurance companies and oil and gas
concerns, among others. Although neither of our
restaurant companies has produced record net
operating earnings, their parent company has. That is
the beauty of the Biglari Holdings system”.
Biglari Holdings Inc. 2023 Annual Report
LACKING ABILITY OR DESIRE TO REVITALIZE
OPERATIONS
“The Incentive Agreement was amended… to remove the
$10,000,000 annual limitation on Mr. Biglari’s incentive
compensation and the requirement of Mr. Biglari to use 30% of his
incentive payments to purchase shares of the Company.”
Biglari Holdings Inc. Schedule 14A – April 2019
PRIORITIZING HIS SALARY OVER HIS INVESTORS |

| 38
DON’T LET BIGLARI RUN HIS VALUE DESTRUCTIVE PLAYBOOK AT
CRACKER BARREL
Paying an unsustainable dividend — which we believe is short-term thinking
Taking Cracker Barrel back to “1980’s” menus — which is not what today's
consumer wants
Stopping investment in our stores — a sure path to further traffic erosion
Divesting Maple Street Biscuit Company — a brand with significant potential, that
is not detracting resources or focus from core Cracker Barrel transformation
Biglari's value-destructive ideas:
In stark contrast to Biglari’s
“plan” – Cracker Barrel’s
strategic transformation plan
is grounded in extensive data-driven research, customer
feedback, and tens of
thousands of hours of
thoughtful planning |

| THE RIGHT DIRECTORS
FOR OUR FUTURE
Highly skilled recommended nominees
will ensure Cracker Barrel thrives today,
tomorrow and well into the future
39 |

| OUR DIRECTORS HAVE HIGHLY RELEVANT SKILLS AND EXPERIENCE
Julie Masino
President and CEO
Carl Berquist
Independent Director,
Board Chair
President and CEO since 2023
Former President of
Taco Bell International
Committees: E
Restaurant & Strategy Expert
Independent Director since 2019
Former EVP and CFO of
Marriott International
Committees: A, E*, NCG
Finance & Hospitality Expert
Jody Bilney
Independent Director
Independent Director since 2022
Former Chief Consumer
Officer of Humana, Inc. and Chief
Marketing Officer of Bloomin’ Brands
Committees: A, PR
Restaurant & Marketing Expert
Independent Director since 2020
Former COO and EVP of
Sam’s Club
Committees: A, NCG
Retail & Operations Expert
John Garratt
Independent Director
Cheryl Henry
Independent Director
Gisel Ruiz
Independent Director
Darryl “Chip” Wade
Independent Director
Gilbert Dávila
Independent Director
Meg Crofton
Independent Director
Independent Director since 2021
CEO and Former President of
Union Square Hospitality Group
Committees: A, PR*
Restaurant & Operations Expert
Independent Director since 2020
President and CEO of
DMI Consulting
Committees: C*, PR
Marketing & Strategy Expert
Independent Director since 2017
Former President of Walt Disney World
Committees: NCG*, C, E
Hospitality & Operations Expert
Independent Director since 2023
Former President and CFO
of Dollar General Corporation
Former senior finance executive at Yum
Brands
Committees: A*, C
Finance & Retail Expert
Independent Director since 2024
Former President, CEO and Chair
of Ruth’s Hospitality Group
Committees: C, PR
Restaurant & Strategy Expert
A = Audit Committee
E = Executive Committee
NCG = Nominating and Corporate
Governance Committee
C = Compensation Committee
PR = Public Responsibility Committee
* = Committee Chair
= Added Since 2019
= Restaurant / Food Experience
= Appointed as part of prior settlement
with Biglari in 2022
40 |

| 41
BIGLARI IS TARGETING DIRECTORS WHO ARE CRITICAL TO OUR STABILITY
AND TRANSFORMATION
Both Mr. Berquist
and Ms. Crofton
actively contributed
to the development
of our strategic
transformation
plan and provide
key oversight and
stability for our
new CEO
Former EVP and CFO of Marriott
International
Committees: A, E*, NCG
Finance & Hospitality Expert
Carl Berquist
Independent Director,
Board Chair
Former President of Walt Disney World
Committees: NCG*, C, E
Hospitality & Operations Expert
Meg Crofton
Independent Director
A = Audit Committee E = Executive Committee NCG = C = Compensation Committee Nominating and Corporate Governance Committee * = Committee Chair
9 Independent Cracker Barrel director since 2019, elected Chairman last year
9 Brings 40 years of financial experience, with deep knowledge of hospitality industry
9 Capital allocation expert with deep financial, real estate, corporate transactions, and public company
board experience
9 Served as Executive Vice President and CFO of Marriott, overseeing the finance organization of a
complex, global Fortune 500 hospitality company
9 Previously was the Global Real Estate and Hospitality Industry Head of Arthur Andersen, and Managing
Partner of the mid-Atlantic region for Arthur Andersen during his career
9 Former director of Hertz Global Holdings, Inc. and Beacon Roofing Supply, Inc.
9 Independent Cracker Barrel director since 2017, and currently serves as Chair of the Nominating and
Corporate Governance Committee
9 Has overseen consistent and thoughtful refreshment of the Board, ensuring the right balance of
knowledge, perspectives, and industry experience
9 Spent 35 years in executive leadership roles in operating areas at The Walt Disney Company, with
accountability for over 100,000 employees in parks across the U.S. and France
9 Brings valuable leadership, industry, and public company board experience
9 Oversaw foodservice and retail operations, employee performance, and guest satisfaction at Disney
parks and resorts, with significant experience overseeing initiatives focused on driving strategic change
9 Former director at Tupperware Brands Corporation and current director at HCA Healthcare, Inc. |

| 42
WE HAVE CONSISTENTLY REFRESHED OUR BOARD TO MEET THE DEMANDS OF THE
EVOLVING RESTAURANT INDUSTRY
Jody Bilney
Appointed in settlement
with Biglari, given strong
qualifications and skillset
Marketing &
Strategy
Digital & Consumer
Restaurant &
Hospitality
Brand
Transformation
Appointed as part of prior settlement with Biglari in 2022
Gilbert Dávila
Senior Leadership
Branding &
Marketing
Strategic Planning
Consumer
Products
& Retail
Gisel Ruiz
Senior Leadership
Operations &
Strategy
Human Resources
& DE&I
Food & Retail
Chip Wade
Senior Leadership
Operations &
Strategy
Restaurant &
Hospitality
Digital Growth &
Brand Loyalty
John Garratt
Finance &
Accounting
Restaurant &
Hospitality
Strategic Planning
Consumer
Products
Carl Berquist
Senior Leadership
Real Estate &
Hospitality
Operations &
Strategy
Finance &
Accounting
Cheryl Henry
Senior Leadership
Restaurant &
Hospitality
Operations &
Strategy
Marketing &
Branding
2019 2020 2021 2022 2023 2024
Appointed in…
We believe each of the eight independent directors appointed since 2017 brings relevant restaurant and
food experience to the boardroom, in addition to unique skills in marketing, technology, finance and
executive leadership, to understand today’s consumer
Meg Crofton
Senior Leadership
Restaurant &
Hospitality
Retail &
Foodservice
Operations
Public Company
Board
2017 |

| Mr. Goodwin’s technology
skillsets would further
support the technology
initiative laid out in our
strategic transformation plan
WE BELIEVE MICHAEL GOODWIN BRINGS ADDITIVE SKILLS AND EXPERIENCE TO BE
AN OUTSTANDING CRACKER BARREL DIRECTOR
Michael Goodwin1
Independent Director Nominee
Biglari nominee recommended “For” by Cracker Barrel Board
9 30+ years of information technology and cybersecurity
experience in the retail space, including as Chief
Information Technology Officer of PetSmart
9 Held several positions of increasing responsibility at
Hallmark Cards including Chief Information Officer
9 Extensive experience serving in public and private
boards, including as current director on the Burlington
Stores board
43 1. Source: Biglari Capital Corp. Definitive Proxy Statement filed October 10, 2024 |

| PROTECT OUR STRATEGIC
TRANSFORMATION PLAN
We are taking urgent action focused
on enhancing shareholder value
44 |

| 45
THE CRACKER BARREL BOARD IS OVERSEEING SUCCESSFUL EXECUTION OF OUR
STRATEGIC TRANSFORMATION PLAN TO ENHANCE SHAREHOLDER VALUE
Vote the “WHITE” Proxy Card
Cracker Barrel’s Board of Directors
unanimously recommends a vote "FOR
ONLY" each of Cracker Barrel's 10
recommended nominees on the WHITE
proxy card:
Carl Berquist
Jody Bilney
Meg Crofton
Gilbert Dávila
John Garratt
We are working with urgency to set Cracker Barrel on a new path for growth.
The long-term strategic transformation plan is taking hold:
• New menu items are resonating with guests
• Optimized pricing initiative is delivering strong flow-through and value perception scores
• Loyalty program is delivering incremental sales and traffic
• We are seeing a lift in traffic and sales in our remodeled pilot stores
We believe the election of Sardar Biglari and Milena Alberti-Perez to your Board would
jeopardize value creation and endanger the progress we are already seeing as we execute
our strategic transformation plan.
Michael Goodwin
Cheryl Henry
Julie Masino
Gisel Ruiz
Darryl Wade
THE BOARD NEEDS YOUR SUPPORT TO CONTINUE THE PACE OF CHANGE.
DON'T LET SARDAR BIGLARI DISRUPT REAL PROGRESS. |

| APPENDIX
46 |

| Laura Daily
Senior Vice President, Chief
Merchant and Retail Supply Chain
OUTSTANDING LEADERSHIP TEAM WITH DEEPLY RELEVANT EXPERIENCE TO CRAFT
AND EXECUTE ON OUR STRATEGIC TRANSFORMATION PLAN
47
= Prior Strategy / Operations Experience = Prior Finance / Transactional Experience = Prior Restaurant / Food Experience = Prior Consumer Product Experience
Source: Public filings and company website as of October 2024.
Julie Masino
Chief Executive Officer f
y Chain
Chris Edwards
Senior Vice President,
Chief Strategy Officer
47 Source: Public filings and company web
Craig Pommells
Senior Vice President,
Chief Financial Officer
xperience = Prior Fina
Cammie Spillyards-Schaefer
Senior Vice President,
Chief Restaurant and Retail
Operations Officer
= Prior Strategy / Operations Experience
bsite as of October 2024.
= Prior Restaurant / Food Ex
Camm
Senio
Chief
Opera
Donna Roberts
Senior Vice President,
Chief Human Resources Officer
ance / Transactional Experience = Prior Consum
efer Mark Spurgin
Senior Vice President, Chief
Restaurant Supply Chain Officer
mer Product Experience
f
fficer
Rich Wolfson
Senior Vice President, General
Counsel & Corporate Secretary
Julie
Chief
Bruce Hoffmeister
Senior Vice President,
Chief Information Officer
Sarah Moore
Senior Vice President,
Chief Marketing Officer |

| OUR EXCITING NEW
REMODELS – A
FRESH LOOK WITH
THE SAME CRACKER
BARREL FEEL
48 |

| 49
WE MAINTAIN CORPORATE GOVERNANCE PRACTICES THAT PRIORITIZE
SHAREHOLDER ALIGNMENT AND ACCOUNTABILITY
Policy against hedging
and pledging of securities
Annually elected
directors
Compensation aligned
with performance
Shareholders can call
special meetings
All directors except CEO
are independent
Fully independent Board
committees
0-6 Years
7-10
Years
11+
Years
70s
60s
50s
TENURE
AGE
SEPARATE
CEO and Independent Chair Roles
9 of 10
Independent Directors
7
Independent Directors Joined Since the Beginning
of 2019
70%
Female or Ethnically/Racially Diverse
CORPORATE GOVERNANCE BEST PRACTICES BALANCED TENURE A REFRESHED BOARD LED BY AN
INDEPENDENT CHAIR |

| 50
WE HAVE DEMONSTRATED A HISTORY OF RESPONSIVENESS TO SHAREHOLDER
FEEDBACK
In 2024, we reached out to our
largest shareholders and
shareholders representing
~76.2% of our outstanding shares
Ms. Masino met in-person with
Biglari twice in 2024, with the first
meeting being at Ms. Masino's
initiative
Source: 2024 Definitive Proxy Statement.
OUR SHAREHOLDER
ENGAGEMENT PRACTICES
2024 SHAREHOLDER ENGAGEMENT BY THE NUMBERS
9 We solicit feedback from
shareholders every year as part
of our direct engagement
efforts
9 We invite shareholders to speak
with one or more independent
directors and members of our
senior management team
9 We routinely discuss matters
that might be of concern or
interest to our shareholders,
including our performance,
corporate governance,
executive compensation,
and sustainability efforts
1
Shareholders representing ~35.5%
of our outstanding shares accepted
our invitation and engaged in direct
discussions, including Biglari
WE
DISCUSSED
Ms. Masino’s appointment as
our CEO and her strong
qualifications
Other matters that might be of interest /
concern such as performance and
corporate governance
Our Board’s
succession planning
process
Shareholders expressed NO CONCERNS with our
compensation philosophies, programs, or practices
2 3 |

| 51
OUR EXECUTIVE COMPENSATION PROGRAM IS ALIGNED WITH OPERATIONAL
AND FINANCIAL GOALS, AND SHAREHOLDER FEEDBACK
CEO 2024
PAY
OTHER NEO
2024 PAY
Over the last two years, our Say on Pay has
received a 95%+ vote support. This high level of
support demonstrates substantial shareholder
satisfaction with our compensation philosophies,
programs and practices
9 Deliver a majority of the target value of our long-term incentive program
(as calculated at the time of grant) through performance-based awards
9 Maintain robust stock ownership and retention guidelines for executives:
5x base salary for CEO, 3x base salary for CFO, 2x base salary for all
other executives
9 Conduct annual risk assessments of our compensation programs
9 Maintain insider trading, anti-hedging, anti-pledging, and
recoupment (or “clawback”) policies
9 Require double trigger vesting (i.e. change in control AND
termination of employment) for equity acceleration
9 Require executives to hold shares received upon the vesting of
performance and time-based equity awards for an additional year
17%
83%
THE PROGRAM INCENTIVIZES LONG-TERM VALUE CREATION SHAREHOLDERS PROVIDED ROBUST SUPPORT OF EXECUTIVE COMPENSATION
BEST-IN-CLASS
PRACTICES
Source: 2024 Definitive Proxy Statement.
Not At Risk
At Risk
33%
67%
Not At Risk
At Risk
95%+ |

| NON-GAAP
RECONCILIATIONS
52 |

| EBITDA / ADJUSTED EBITDA
53
In the accompanying presentation and the below reconciliation tables, the Company makes reference to EBITDA
and adjusted EBITDA, as well as the 53rd week impact of these items. The Company defines EBITDA as net income,
calculated in accordance with GAAP, excluding depreciation and amortization, interest expense and tax expense.
The Company further adjusts EBITDA to exclude, to the extent the following items occurred during the periods
presented: (i) expenses related to share-based compensation, (ii) impairment charges and store closing costs, (iii)
the proxy contest and settlement in connection with the Company’s 2022 annual meeting of shareholders, (iv)
goodwill impairment charges, (v) the Company’s CEO transition, (vi) expenses associated with the Company’s
strategic transformation initiative, (vii) a corporate restructuring charge, and (viii) an employee benefits policy
change. The Company calculates EBITDA and adjusted EBITDA margin by dividing EBITDA and adjusted EBITDA by
consolidated GAAP revenue. The Company believes that presentation of EBITDA and adjusted EBITDA (together
with related margin figures) and presenting the 53rd week impact of these items provides investors with an
enhanced understanding of the Company's operating performance and debt leverage metrics and enhances
comparability with the Company’s historical results, and that the presentation of this non-GAAP financial measure,
when combined with the primary presentation of net income, is beneficial to an investor’s complete understanding
of the Company’s operating performance. This information is not intended to be considered in isolation or as a
substitute for net income or net income margin prepared in accordance with GAAP. |

| HISTORICAL FINANCIALS WITH EBITDA BRIDGE
____________________
Source: Public filings as of October 6, 2024.
(
CEO transition expenses
Relates to Company’s CEO transition expenditure
Strategic transformation expenses
Relates to charges used on Company’s strategic
transformation plan, which includes consulting fees and
expenses from additional pricing and menu strategy work
Employee benefits
Relates to a change in benefits policy that occurred in Q2
2024
Impairments and store closing costs
Relates to costs from store closures and impairment
charges
Goodwill impairment
Relates to goodwill impairment charges
1
2
3
4
5
4Q2024 FY 2024
GAAP Net Income $18,139 $40,930
(+) Depreciation & Amortization 28,981 111,746
(+) Interest Expense 5,741 20,933
(+) Income Tax Benefit (1,664) (16,744)
EBITDA $51,197 $156,865
Adjustments
Share-based compensation, net 1,109 5,584
Restructuring expenses 0 1,643
CEO transition expenses 0 8,574
Strategic transformation expenses 5,057 16,603
Employee benefits 0 (5,284)
Impairments and store closing costs 0 22,942
Goodwill impairment 0 4,690
Total Adjustments 6,166 54,752
Adjusted Reported EBITDA $57,363 $211,617
($ IN THOUSANDS)
1
2
3
4
5
54 |

| 55
RECONCILIATION OF GAAP-BASIS OPERATING RESULTS TO NON-GAAP OPERATING
RESULTS
(UNAUDITED AND IN THOUSANDS)
Fourth Quarter Ended 8/2/24 Margin 53rd Week Impact Twelve Months Ended 8/2/24 Margin 53rd Week Impact
Revenue $ 894,387 100% $ 62,800 $ 3,470,762 100% $ 62,800
GAAP Net Income 18,139 2.0% $ 5,498 $ 40,930 1.2% $ 5,498
(+) Depreciation& amortization 28,981 3.2% 0 111,746 3.2% 0
(+) Interest expense 5,741 0.6% 402 20,933 0.6% 402
(+) Income tax benefit (1,664) (0.2)% (119) (16,744) (0.5)% (119)
EBITDA $ 51,197 5.7% $ 5,781 $ 156,865 4.5% $ 5,781
Adjustments
(+) CEO transition expenses 0 0.0% 0 8,574 0.2% 0
(+) Strategic transformation initiative expenses 5,057 0.6% 0 16,603 0.5% 0
(+) Corporate restructuring charge including
separation with executive 0 0.0% 0 1,643 0.0% 0
(+) Share-based compensation, net 1,109 0.1% 0 5,584 0.2% 0
(-) Employee benefits policy change 0 0.0% 0 (5,284) (0.2)% 0
(+) Impairment and store closing costs 0 0.0% 0 22,942 0.7% 0
(+) Goodwill Impairment 0 0.0% 0 4,690 0.1% 0
Adjusted EBITDA $ 57,363 6.4% $ 5,781 $ 211,617 6.1% $ 5,781
Fourth Quarter Ended 7/28/23 Margin Twelve Months Ended 7/28/23 Margin
Revenue $ 836,732 100% $ 3,442,808 100%
GAAP Net Income 37,462 4.5% $ 99,050 2.9%
(+) Depreciation& amortization 27,680 3.3% 104,485 3.0%
(+) Interest expense 4,530 0.5% 17,006 0.5%
(+) Income tax benefit (755) (0.1)% 4,561 0.1%
EBITDA $ 68,917 8.2% $ 225,102 6.5%
Adjustments
(+) Share-based compensation, net 1,460 0.2% 9,045 0.3%
(+) Impairment and store closing costs 0 0.0% 13,890 0.4%
(+) Goodwill Impairment 0 0.0% 3,198 0.1%
Adjusted EBITDA $ 70,377 8.4% $ 251,235 7.3% |
On
October 29, 2024, the Company issued the following press release. The press release was also posted by the Company to the Campaign
Website.
Cracker Barrel Issues Presentation Highlighting
Next Era of Value Creation
Outlines Strategic Transformation Plan to Drive
Growth and Profitability
Highlights Risks that Sardar Biglari and Milena
Alberti-Perez Pose to Shareholder Value Creation
Urges Shareholders to Vote “FOR ONLY”
Cracker Barrel’s 10 Recommended Nominees on the WHITE Proxy Card Today
LEBANON,
Tenn. – October 29, 2024 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the
“Company”) (Nasdaq: CBRL) today posted an investor presentation in connection with its Annual Meeting of Shareholders
on November 21, 2024. The presentation underscores the deliberate and thoughtful actions taken by Cracker Barrel’s Board and
leadership team to dramatically increase the pace of change and set a clearer path toward sustainable long-term growth. This includes
the recruitment of a world-class CEO, Julie Masino, and the development and implementation of a long-term strategic transformation plan,
which is showing early signs of success.
The presentation also highlights the significant
risk of shareholder value destruction if Sardar Biglari and Milena Alberti-Perez are elected to the Board. The presentation outlines how
Mr. Biglari offers no substantive solutions to Cracker Barrel’s challenges, brings a poor track record of performance in the
restaurant space and even poorer track record with respect to corporate governance, and how Ms. Alberti-Perez brings no additive
experience to the Board, has no demonstrated understanding of restaurant, retail, or consumer brands in general, and no first-hand knowledge
of Cracker Barrel in particular.
This marks the seventh time Mr. Biglari has
pursued a costly and distracting proxy contest in the last 13 years. Each time his prior contests came to a vote, shareholders rejected
Mr. Biglari’s nominees and positions by significant and widening margins. The Board urges shareholders to reject Mr. Biglari
once again, for the reasons outlined below and in the presentation, which can be found at CrackerBarrelShareholders.com.
Additional highlights of the presentation include:
The
Cracker Barrel Board of Directors has taken and continues to take aggressive steps to enhance the Company’s performance. In
recognition of the Company’s challenges and underperformance emerging from the pandemic, the Board recruited and appointed world-class
executive Julie Masino as President and CEO to carve new paths for growth and usher in the next era of value creation for Cracker Barrel
shareholders. Julie, with oversight from the Board, spent months to conduct a comprehensive, data-driven review of Cracker Barrel’s
strategy and brand position, which led to the design of our strategic transformation plan.
The
Company is executing on a long-term strategic transformation plan designed to return Cracker Barrel to growth and profitability. The
plan includes key brand and operational changes that will drive relevance and deliver an experience existing and new guests love. The
Company is acting with urgency and the plan is already taking hold: new menu items are resonating with guests; an optimized pricing initiative
is delivering strong flow-through and value perception scores; a new loyalty program is delivering incremental sales and traffic; and
the Company is seeing a lift in traffic and sales in remodeled pilot stores. As the Board and management team continue to accelerate the
pace of change, the strategic transformation plan puts Cracker Barrel on a clear path to achieve its FY 2027 financial targets.
The
Cracker Barrel Board has engaged extensively with Mr. Biglari over the years and is open-minded with regard to qualified nominees.
In 2022, the Company added Biglari nominee Jody Bilney to the Board. Ms. Bilney has played an active role in the development
of the transformation plan, and fully supports its implementation and the investment it requires. This year the Board is also recommending
“For” the election of Mr. Biglari’s nominee, Michael Goodwin, based on the Board’s assessment that Mr. Goodwin’s
technology and cybersecurity experience, and his knowledge of retail and consumer brands, would be additive. This recommendation reflects
the Board’s continued openness toward including qualified shareholder representation on the Board. If shareholders accept the Board’s
recommendations, Biglari nominees will comprise two of the Board’s ten directors (20% of the Board), which is significant representation.
Cracker
Barrel made multiple attempts to settle with Mr. Biglari and avoid yet another unnecessary proxy contest, but Mr. Biglari
refused. As part of these offers, the Board was willing to appoint two of Mr. Biglari’s original independent
nominees following interviews by the Board’s Nominating and Corporate Governance committee. Mr. Biglari rejected each
settlement offer outright and made it clear that his overriding goal is to personally join the Board. His insistence on a proxy
contest appears to be about self-interest, not the best interests of all shareholders.
The
Board believes that Biglari’s nominees Milena Alberti-Perez and Sardar Biglari, would jeopardize the momentum that is underway and
risk derailing our progress. Ms. Alberti-Perez’s career has substantially been in the publishing sector and her
financial turnaround expertise is not relevant to Cracker Barrel’s current situation. During her Board interview, she exhibited
no understanding of Cracker Barrel or its business and even admitted to never having visited a Cracker Barrel. The Board believes Mr. Biglari’s
interests are not aligned with other shareholders, and that he is looking to deploy his playbook of underinvesting and extracting capital
– which has destroyed value at Steak ‘n Shake and Western Sizzlin. Mr. Biglari’s “plan” also includes
paying an unsustainable dividend, which the Board believes is self-serving. Mr. Biglari has been criticized for poor business performance
with his total shareholder return lagging the S&P 500 by large margins. He also has a long track record of poor corporate governance
and outsized compensation.
Cracker
Barrel’s recommended nominees are the right ones to advance the Company’s transformation. Cracker Barrel’s
Board has been purpose-built with directors who have the skills and experience necessary to return Cracker Barrel to growth and deliver
enhanced value for all shareholders. Mr. Biglari is targeting two directors, Carl Berquist and Meg Crofton, who have highly relevant
backgrounds and experience, actively contributed to the development of the Company’s strategic transformation plan, and provide
key oversight and stability for Cracker Barrel’s newly appointed CEO. Mr. Berquist is the former chief financial officer of
Marriott International, with 40 years of financial and capital allocation experience and deep hospitality industry knowledge. During his
tenure, Mr. Berquist helped lead the transformation of the Marriott brand and delivered total shareholder return of 350%. Ms. Crofton
is the former president of Walt Disney Parks and Resorts, with 35 years of executive leadership at a beloved and iconic global experiential
brand. She brings strategy and leadership experience, coupled with deep hospitality industry and foodservice and retail operations knowledge.
YOUR VOTE IS IMPORTANT. Whether or not
you plan to virtually attend the Annual Meeting, please take a few minutes now to vote by Internet or by telephone by following the instructions
on the WHITE proxy card you have received, or sign, date and return the WHITE proxy card in the postage-paid envelope provided. If you
are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank,
broker or other nominee. Regardless of the number of Company shares you own, your presence by proxy is helpful to establish a quorum and
your vote is important.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” ONLY CRACKER BARREL’S 10 RECOMMENDED NOMINEES ON THE WHITE PROXY CARD.
If you have any questions or require any assistance
with voting your shares,
please call the Company’s proxy solicitor:
OKAPI PARTNERS LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (855)
208-8902
Email: info@okapipartners.com
Forward-Looking Statements
Except for specific historical information, certain
of the matters discussed in this communication may express or imply projections of items such as revenues or expenditures, statements
of plans and objectives or future operations or statements of future economic performance. These and similar statements regarding events
or results that Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) expects will or
may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may
cause the actual results and performance of the Company to differ materially from those expressed or implied by such forward-looking statements.
All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act
of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-looking statements generally can
be identified by the use of forward-looking terminology such as "trends," "assumptions," "target," "guidance,"
"outlook," "opportunity," "future," "plans," "goals," "objectives," "expectations,"
"near-term," "long-term," "projection," "may," "will," "would," "could,"
"expect," "intend," "estimate," "anticipate," "believe," "potential," "regular,"
"should," "projects," "forecasts," or "continue" (or the negative or other derivatives of each
of these terms) or similar terminology.
The Company believes that the assumptions underlying
any forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may
differ materially from those projected in or implied by the forward-looking statements. In addition to the risks of ordinary business
operations, factors and risks that may result in actual results differing from this forward-looking information include, but are not limited
to risks and uncertainties associated with inflationary conditions with respect to the price of commodities, ingredients, transportation,
distribution and labor; disruptions to the Company’s restaurant or retail supply chain; the Company’s ability to manage retail
inventory and merchandise mix; the Company’s ability to sustain or the effects of plans intended to improve operational or marketing
execution and performance, including the Company’s strategic transformation plan; the effects of increased competition at the Company’s
locations on sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumer
health or dietary trends or safety aspects of the Company’s food or products or those of the restaurant industry in general, including
concerns about outbreaks of infectious disease; the effects of the Company’s indebtedness and associated restrictions on the Company’s
financial and operating flexibility and ability to execute or pursue its operating plans and objectives; changes in interest rates, increases
in borrowed capital or capital market conditions affecting the Company’s financing costs and ability to refinance its indebtedness,
in whole or in part; the Company’s reliance on a single distribution facility and certain significant vendors, particularly for
foreign-sourced retail products; information technology disruptions and data privacy and information security breaches, whether as a result
of infrastructure failures, employee or vendor errors or actions of third parties; the Company’s compliance with privacy and data
protection laws; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting
tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future or threatened
litigation or governmental investigations; the Company’s ability to manage the impact of negative social media attention and the
costs and effects of negative publicity; the impact of activist shareholders; the Company’s ability to achieve aspirations, goals
and projections related to its environmental, social and governance initiatives; the Company’s ability to enter successfully into
new geographic markets that may be less familiar to it; changes in land, building materials and construction costs; the availability and
cost of suitable sites for restaurant development and the Company’s ability to identify those sites; the Company’s ability
to retain key personnel; the ability of and cost to the Company to recruit, train, and retain qualified hourly and management employees;
uncertain performance of acquired businesses, strategic investments and other initiatives that the Company may pursue from time to time;
the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations;
general or regional economic weakness, business and societal conditions and the weather impact on sales and customer travel; discretionary
income or personal expenditure activity of the Company’s customers; implementation of new or changes in interpretation of existing
accounting principles generally accepted in the United States of America ("GAAP"); and other factors described from time to
time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), press releases, and other communications.
Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which made. The Company expressly
disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in
the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements
are based.
Important Additional Information and Where to Find It
On October 9, 2024, Cracker Barrel filed
a definitive proxy statement on Schedule 14A (the “Proxy Statement”) and an accompanying WHITE proxy card in connection with
the solicitation of proxies for the 2024 Annual Meeting of Cracker Barrel shareholders (the “Annual Meeting”). INVESTORS AND
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain
copies of these documents and other documents filed with the SEC by Cracker Barrel for no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge in the Investors section of Cracker Barrel’s corporate website at www.crackerbarrel.com.
Participants
Cracker Barrel, its directors and its executive officers will be participants
in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at the Annual Meeting.
Information regarding the names of Cracker Barrel’s directors and executive officers and certain other individuals and their respective
interests in Cracker Barrel by security holdings or otherwise is set forth in the Proxy Statement. To the extent holdings of such participants
in Cracker Barrel's securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial
Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Forms 4 or Annual Statement of Changes in Beneficial
Ownership of Securities on Forms 5 filed with the SEC. Copies of these documents are or will be available at no charge and may be obtained
as described in the preceding paragraph.
About Cracker Barrel Old Country Store®
Cracker Barrel Old Country Store, Inc. (Nasdaq:
CBRL) is on a mission to bring craveable, delicious homestyle food and unique retail products to all guests while serving up memorable,
distinctive experiences that make everyone feel welcome. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate
approximately 660 company-owned Cracker Barrel Old Country Store® locations in 44 states and own the fast-casual Maple
Street Biscuit Company. For more information about the company, visit www.crackerbarrel.com.
CBRL-F
Investor Contact:
Adam Hanan
(615) 443-9887
Okapi Partners LLC
(855) 208-8902
Media Contact:
Heidi Pearce
(615) 235-4135
Leigh Parrish, Tim Lynch
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
On
October 29, 2024, the Company updated the Campaign Website. A copy of the updated website content (other than that previously filed
or filed herewith) can be found below.

###
Forward-Looking Statements
Except for specific historical information, certain of the matters
discussed in this filing may express or imply projections of items such as revenues or expenditures, statements of plans and objectives
or future operations or statements of future economic performance. These and similar statements regarding events or results that Cracker
Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) expects will or may occur in the future
are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual results
and performance of the Company to differ materially from those expressed or implied by such forward-looking statements. All forward-looking
information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should
be evaluated in the context of these risks, uncertainties and other factors. Forward-looking statements generally can be identified by
the use of forward-looking terminology such as "trends," "assumptions," "target," "guidance,"
"outlook," "opportunity," "future," "plans," "goals," "objectives," "expectations,"
"near-term," "long-term," "projection," "may," "will," "would," "could,"
"expect," "intend," "estimate," "anticipate," "believe," "potential," "regular,"
"should," "projects," "forecasts," or "continue" (or the negative or other derivatives of each
of these terms) or similar terminology.
The Company believes that the assumptions underlying any forward-looking
statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may differ materially from
those projected in or implied by the forward-looking statements. In addition to the risks of ordinary business operations, factors and
risks that may result in actual results differing from this forward-looking information include, but are not limited to risks and uncertainties
associated with inflationary conditions with respect to the price of commodities, ingredients, transportation, distribution and labor;
disruptions to the Company’s restaurant or retail supply chain; the Company’s ability to manage retail inventory and merchandise
mix; the Company’s ability to sustain or the effects of plans intended to improve operational or marketing execution and performance,
including the Company’s strategic transformation plan; the effects of increased competition at the Company’s locations on
sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumer health or dietary
trends or safety aspects of the Company’s food or products or those of the restaurant industry in general, including concerns about
outbreaks of infectious disease; the effects of the Company’s indebtedness and associated restrictions on the Company’s financial
and operating flexibility and ability to execute or pursue its operating plans and objectives; changes in interest rates, increases in
borrowed capital or capital market conditions affecting the Company’s financing costs and ability to refinance its indebtedness,
in whole or in part; the Company’s reliance on a single distribution facility and certain significant vendors, particularly for
foreign-sourced retail products; information technology disruptions and data privacy and information security breaches, whether as a
result of infrastructure failures, employee or vendor errors or actions of third parties; the Company’s compliance with privacy
and data protection laws; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations
affecting tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future
or threatened litigation or governmental investigations; the Company’s ability to manage the impact of negative social media attention
and the costs and effects of negative publicity; the impact of activist shareholders; the Company’s ability to achieve aspirations,
goals and projections related to its environmental, social and governance initiatives; the Company’s ability to enter successfully
into new geographic markets that may be less familiar to it; changes in land, building materials and construction costs; the availability
and cost of suitable sites for restaurant development and the Company’s ability to identify those sites; the Company’s ability
to retain key personnel; the ability of and cost to the Company to recruit, train, and retain qualified hourly and management employees;
uncertain performance of acquired businesses, strategic investments and other initiatives that the Company may pursue from time to time;
the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations;
general or regional economic weakness, business and societal conditions and the weather impact on sales and customer travel; discretionary
income or personal expenditure activity of the Company’s customers; implementation of new or changes in interpretation of existing
accounting principles generally accepted in the United States of America ("GAAP"); and other factors described from time to
time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), press releases, and other communications.
Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which made. The Company expressly
disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change
in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements
are based.
Important Additional Information and Where to Find It
On October 9, 2024, Cracker Barrel filed a definitive proxy statement
on Schedule 14A (the “Proxy Statement”) and an accompanying WHITE proxy card in connection with the solicitation of proxies
for the 2024 Annual Meeting of Cracker Barrel shareholders (the “Annual Meeting”). INVESTORS AND SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of these documents
and other documents filed with the SEC by Cracker Barrel for no charge at the SEC’s website at www.sec.gov. Copies will also be
available at no charge in the Investors section of Cracker Barrel’s corporate website at www. crackerbarrel.com.
Participants in the Solicitation
Cracker Barrel, its directors
and its executive officers will be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the
matters to be considered at the Annual Meeting. Information regarding the names of Cracker Barrel’s directors and executive officers
and certain other individuals and their respective interests in Cracker Barrel by security holdings or otherwise is set forth in the
Proxy Statement. To the extent holdings of such participants in Cracker Barrel’s securities have changed since the amounts described
in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3, Statements of
Change in Ownership on Forms 4 or Annual Statement of Changes in Beneficial Ownership of Securities on Forms 5 filed with the SEC. Copies
of these documents are or will be available at no charge and may be obtained as described in the preceding paragraph.
Grafico Azioni Cracker Barrel Old Count... (NASDAQ:CBRL)
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