Executive pay and Compensation and Public Companies and Steak n Shake and Executives and Sardar Biglari and Real Estate & Retail

Biglari's revised incentive package approved by shareholders

November 8, 2010

Shareholders for Biglari Holdings Inc., Steak n Shake’s parent company, on Friday approved a revised, scaled-back incentive plan for Chairman and CEO Sardar Biglari.

The revised pay package pays Biglari the equivalent of 25 percent of the company’s annual growth in adjusted book value above a 6-percent threshold, up from 5 percent in the earlier version. The new deal also caps Biglari’s annual incentive pay at $10 million, but still requires him to spend at least 30 percent of his annual incentive payment buying Biglari Holdings shares in the open market.

A previously proposed incentive package for Biglari was criticized because it created the potential for Biglari to profit at shareholders’ expense. About 82 percent of the voting shares on Friday favored the revised proposal.

Biglari said there was “considerable misinformation” among shareholders about the earlier incentive agreement. Still, he agreed to revise the incentive package.

San Antonio-based Biglari Holdings Inc. canceled its previous shareholders meeting, scheduled for Aug. 24, to “correct misinformation,” answer questions from shareholders and analysts, and incorporate suggestions into an incentive package for Biglari.

Biglari Holdings cited a number of reasons for redesigning Biglari’s compensation, including his increased duties as a result of its transformation from strictly a restaurant company into a diversified holding company.

A September filing with the Securities and Exchange Commission says the company's annual goal for book-value growth is 10 percent. Based on a book value of $300 million, if the company achieved that 10 percent target, Biglari would earn an incentive bonus of $3 million. That is in addition to an annual salary of $900,000.

Friday’s shareholders meeting was the first held in San Antonio since Biglari moved the Steak n Shake parent’s headquarters there from Indianapolis earlier this year.

Biglari Holdings' subsidiaries are Steak n Shake, Western Sizzlin and Biglari Capital Corp.

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