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PROPOSAL 1:
ELECTION OF DIRECTORS
What is the structure of the Board of Directors?
Our Board of Directors must consist of 1 to 15 directors, with the exact number, currently
fixed at 7, set by the Board. All directors are elected annually by our shareholders.
Who are the nominees this year?
The nominees for the Board of Directors consist of the 7 current directors. If elected, each
nominee would hold office until the 2015 annual meeting of shareholders and until his or her successor
is elected and qualified. These nominees, their ages at the date of this document and the calendar year
in which they first became a director are listed in the table below.
Name Age Director Since
Warren F. Bryant 68 2009
Michael M. Calbert 51 2007
Sandra B. Cochran 55 2012
Richard W. Dreiling 60 2008
Patricia D. Fili-Krushel 60 2012
William C. Rhodes, III 48 2009
David B. Rickard 67 2010
What are the backgrounds of this year’s nominees?
Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores
Corporation, a retail drugstore chain on the West Coast and in Hawaii, from 2002 through 2008 and as
its Chairman of the Board from 2003 through his retirement in 2008. Prior to joining Longs Drug
Stores, he served as a Senior Vice President of The Kroger Co., a retail grocery chain, from 1999 to
2002. Mr. Bryant is a director of Office Depot, Inc. and Loblaw Companies Limited of Canada and a
former director of George Weston LTD of Canada.
Mr. Calbert joined KKR & Co. L.P. (‘‘KKR’’) in January 2000 and was directly involved with
several KKR portfolio companies until his retirement in January 2014. Mr. Calbert led the Retail
industry team within KKR’s Private Equity platform prior to his retirement and now serves as a
consultant to KKR. For information regarding our relationship with KKR, see ‘‘What related-party
transactions existed in 2013 or are planned for 2014?’’ Mr. Calbert joined Randall’s Food Markets
beginning in 1994 and served as the Chief Financial Officer from 1997 until it was sold in September
1999. Mr. Calbert also previously worked as a certified public accountant and consultant with Arthur
Andersen Worldwide from 1985 to 1994, where his primary focus was the retail and consumer industry.
He served as our Chairman of the Board until December 2008. Mr. Calbert is a director of Toys ‘‘R’’
Us, Inc., US Foods, Inc., Pets at Home Ltd., and Academy, Ltd.
Ms. Cochran has served as a director and as President and Chief Executive Officer of Cracker
Barrel Old Country Store, Inc. since September 2011. She joined Cracker Barrel in April 2009 as
Executive Vice President and Chief Financial Officer, and was named President and Chief Operating
Officer in November 2010. She was previously Chief Executive Officer at book retailer
Books-A-Million, Inc. from February 2004 to April 2009. She also served as that company’s President
(August 1999—February 2004), Chief Financial Officer (September 1993—August 1999) and Vice
President of Finance (August 1992—September 1993). Ms. Cochran has over 20 years of experience in
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