Groveland Group Comments on Voting Results From Biglari Holdings 2015 Annual Meeting of Shareholders

MINNEAPOLIS, MN--(Marketwired - Apr 17, 2015) -  Groveland Capital LLC (the "Groveland Group") today commented on the final results from the 2015 annual meeting of shareholders of Biglari Holdings, Inc. (NYSE: BH) or ("Company"), commenting that a significant percentage of Biglari Holdings shareholders voted for reform and change at the Company by voting for Groveland Group's director nominees or withholding their votes on the Company's director nominees.

The Groveland Group stated that the 2015 proxy results indicated that none of the incumbent directors received a simple majority. According to Groveland's analysis, in 2015 a total of 1,780,763 shares were voted in person or by proxy, and a total of 2,065,586 shares were outstanding and entitled to vote at the Company's annual shareholder meeting.

Biglari Holdings 2015 Annual Meeting of Shareholders
Percentage (%) of Outstanding Shares Voting For and Withheld for BH Incumbent Directors
  Biglari Holdings'
Incumbent Directors
For Withheld For % Withheld %
  Sardar Biglari 1,011,944 199,372 49.0% 9.7%
  Philip L. Cooley 884,102 327,214 42.8% 15.8%
  Kenneth R. Cooper 836,560 351,386 40.5% 17.0%
  William L. Johnson 981,382 206,564 47.5% 10.0%
  James P. Mastrian 836,973 350,973 40.5% 17.0%
  Ruth J. Person 836,812 351,134 40.5% 17.0%

Furthermore, Groveland stated that if the 216,913 shares that Biglari Holdings CEO Mr. Sardar Biglari voted for the Company's incumbent directors were removed from the 2015 proxy voting results -- BH shares that we believe should have been retired as treasury stock -- the voting results would have looked much different. According to Groveland's analysis, these 216,913 shares, which amount to approximately 10.5% of BH shares outstanding and held by the Lion Fund, were purchased with Biglari Holdings' capital and should not have been voted.

Biglari Holdings 2015 Annual Meeting of Shareholders
Percentage (%) of Outstanding Shares Voting For and Withheld for BH Incumbent Director, as Adjusted, Compared to Groveland Group's Director Nominees
  Biglari Holdings'
Incumbent Directors
For, As Adjusted % For   Groveland Group's
Director Nominees
For % For
  Sardar Biglari 795,031 38.5%   Nicholas J. Swenson 472,853 22.9%
  Philip L. Cooley 667,189 32.3%   James W. Stryker 567,408 27.5%
  Kenneth R. Cooper 619,647 30.0%   Stephen J. Lombardo, III 562,284 27.2%
  William L. Johnson 764,469 37.0%   Thomas R. Lujan 244,162 11.8%
  James P. Mastrian 620,060 30.0%   Ryan P. Buckley 250,629 12.1%
  Ruth J. Person 619,899 30.0%   Seth G. Barkett 250,422 12.1%

The Groveland Group stated that three of its six director nominees for the 2015 proxy results received strong support by Biglari Holdings shareholders.

Nick Swenson, Principal and Founder of Groveland Capital, commented, "The 2015 Biglari Holdings election results has sent a strong message from many BH shareholders that the Company needs to chart a different course and improve its corporate governance. I'd like to thank all of the shareholders who thoughtfully considered the issues, and our plans for reform and positive change at Biglari Holdings."

Added Mr. Swenson, "I would like to underscore that the final vote tally was not overwhelming in favor of the incumbent directors. In fact, had three of Groveland's nominees received support from two or three additional institutional investors, they would have been elected and shareholders would have been in a position to balance the power of the Biglari Holdings board and CEO. I would also like to note that Mr. Biglari received only 38.5% of the vote when excluding the Company-paid-for shares over which he has sole voting authority, an apparent conflict of interest. Therefore, we believe a substantial number of shareholders do not condone Mr. Biglari's actions."

Concluded Mr. Swenson, "We will be closely monitoring Biglari Holdings. We look forward to a continued dialogue with BH shareholders. We urge shareholders to remain vigilant and informed about the important issues facing the Company, including declining operating results, dysfunctional franchise relationships and poor corporate governance. We here at Groveland remain strong believers in the Steak n Shake brand, and we believe that the time will come again for a referendum on governance at Biglari Holdings."

About Groveland Capital LLC

Groveland Capital LLC is an Investment Advisor based in Minneapolis, MN. Groveland Capital is a nimble advisory focused on unearthing unique investment opportunities. Our insight and global network is complemented by our billion dollar+ fund experience and expertise. Our investment strategy is to acquire stakes in undervalued and/or underperforming companies. When necessary, we seek board representation and advocate for improvements in financial performance, capital allocation, and corporate governance for the benefit of all shareholders.

Important Information

The Groveland Group (whose members are identified below) has nominated Nicholas J. Swenson, James W. Stryker, Stephen J. Lombardo III, Thomas R. Lujan, Ryan P. Buckley, and Seth G. Barkett as nominees to the board of directors of Biglari Holdings Inc. (the "Company"), and is soliciting votes for the election of Nicholas J. Swenson, James W. Stryker, Stephen J. Lombardo III, Thomas R. Lujan, Ryan P. Buckley, and Seth G. Barkett as members of the Company's board of directors (the "Groveland Nominees"). The Groveland Group sent a definitive proxy statement, WHITE proxy card and related proxy materials to shareholders of the Company seeking their support of the Groveland Nominees at the Company's 2015 Annual Meeting of Shareholders. Shareholders are urged to read the definitive proxy statement and WHITE proxy card because they contain important information about the Groveland Group, the Groveland Nominees, the Company and related matters. Shareholders may obtain a free copy of the definitive proxy statement and WHITE proxy card and other documents filed by the Groveland Group with the Securities and Exchange Commission ("SEC") at the SEC's web site at The definitive proxy statement and other related SEC documents filed by the Groveland Group with the SEC may also be obtained free of charge from the Groveland Group.

Participants in Solicitation

The "Groveland Group" currently consists of the following persons who are participants in the solicitation from the Company's shareholders of proxies in favor of the Groveland Nominees: Groveland Master Fund Ltd. (formerly known as Groveland Hedged Credit Master Fund Ltd.), Groveland Hedged Credit Fund LLC, Groveland Capital LLC, Nicholas J. Swenson, and Seth G. Barkett. Along with the Groveland Group, the following are also participants in the solicitation: James W. Stryker, Stephen J. Lombardo III, Thomas R. Lujan, and Ryan P. Buckley. The participants may have interests in the solicitation, including as a result of holding shares of the Company's common stock. Information regarding the participants and their interests may be found in the Groveland Group's definitive proxy statement, as filed with the SEC on March 11, 2015. These materials may be accessed from the SEC's website free of charge.

Contact Information:


Nick Swenson
Groveland Capital


D.F. King & Co., Inc.


Anthony Giombetti
Gio Public Relations