Activist investor Sardar Biglari intensified his marketing campaign towards Cracker Barrel’s management, urging shareholders to vote towards CEO Julie Felss Masino and board member Gilbert Dávila within the firm’s upcoming annual assembly.
Two main proxy advisory corporations, Institutional Shareholder Providers (ISS) and Glass Lewis, additionally urged shareholders to vote towards a number of Cracker Barrel administrators over considerations about efficiency and the corporate’s controversial August rebrand.
ISS and Glass Lewis suggested shareholders to vote towards Dávila, a advertising and marketing and variety specialist who serves because the chair of the compensation committee. Glass Lewis additionally advisable a vote towards Jody Bilney, who chairs the corporate’s nominating and company governance committee.
Neither proxy agency advisable ousting the CEO.
A Cracker Barrel signal that includes the previous emblem hangs on the surface of a restaurant on Aug. 21, 2025, in Homestead, Fla. (Joe Raedle/Getty Photographs / Getty Photographs)
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Cracker Barrel stated in an SEC submitting Monday that Masino’s departure as CEO would “destabilize” the corporate and threat its skill to regain the momentum it in-built fiscal 12 months 2025.
It additionally defended Dávila as an “invaluable member” of the board who performs an necessary function within the oversight of the corporate’s technique.
The corporate acknowledged within the SEC submitting forward of the Nov. 20 shareholder assembly that it “misstepped” with the brand new emblem and fashionable retailer remodels however argued the adjustments weren’t ideological.
The corporate stated it listened to visitor suggestions and shortly restored the “Old Timer” emblem, paused remodels, and reaffirmed its dedication to “what makes Cracker Barrel special.”
The Cracker Barrel Outdated Nation Retailer in Olathe, Kansas, gives homestyle American consolation meals and a retail space stuffed with nostalgic items. (Michael Siluk/UCG/Common Photographs Group through Getty Photographs / Getty Photographs)
It accused Biglari of waging a “costly and distracting” proxy marketing campaign to advance his personal pursuits, saying he has an extended historical past of “disruptive, failed campaigns” towards the corporate.
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Cracker Barrel stated Biglari has launched eight proxy fights in 15 years and makes use of platforms tied to firms he controls — together with Steak ’n Shake, to make “false and misleading statements.”
Biglari’s funding agency despatched a letter to shareholders on Nov. 6 telling them that his marketing campaign is “about saving Cracker Barrel from a board and management team that are out of touch with Cracker Barrel’s customer base.”
“The board has failed in every acquisition and in the opening of new stores, hired the wrong CEO, and approved a ‘Strategic Transformation Plan’ that has not only failed but has subjected the company to market ridicule and set the company back years in terms of its financial and stock price performance,” the letter learn partially.
The brand new Cracker Barrel emblem is seen on a menu contained in the restaurant on Aug. 21, 2025 in Pembroke Pines, Fla. The restaurant unveiled a brand new emblem earlier this week as half of a bigger model refresh. (Joe Raedle/Getty Photographs / Getty Photographs)
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Biglari stated the corporate’s rebranding and reworking “fiasco” worn out about $1.2 billion in shareholder worth, citing FactSet information on Cracker Barrel’s market capitalization.
