Sardar Biglari Slams Cracker Barrel (CBRL) Board for Governance Failures and Urges Vote Against CEO and Compensation Chair

Summary

Biglari Capital’s presentation, Setting the Record Straight (Nov 3, 2025), sharply criticizes Cracker Barrel’s “Transformation Plan” under CEO Julie Masino, calling it a failure that destroyed shareholder value. Biglari argues that management’s rebranding alienated core customers, raised prices, lowered quality, and caused sustained declines in guest traffic. It highlights projected FY2026 net income and EBITDA drops of 74% and 24%, respectively, despite heavy capital spending. The presentation blames Masino and board member Gilbert Dávila for poor execution, weak oversight, and a flawed CEO pay structure. It also denounces recent bylaw changes as anti-shareholder. Biglari urges shareholders to vote against Masino and Dávila, portraying their removal as necessary to “save Cracker Barrel,” while defending Sardar Biglari’s intentions as focused on restoring value and brand heritage.

Company Name: Cracker Barrel Old Country Store, Inc.
Symbol: CBRL
Filing Date: Nov-03-2025
Filer Name: Biglari Capital Corp

Source:

https://www.sec.gov/Archives/edgar/data/1067294/000092189525002856/ex1todfan14a08106004_110325.pdf

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