Proxy Advisory Firms, ISS, Glass Lewis, and Egan-Jones, Conclude Change is Warranted at Cracker Barrel (CBRL) and Recommend Vote AGAINST Cracker Barrel Nominees

Market Cap: $707 million| Cracker Barrel Old Country Store, Inc. develops and operates the Cracker Barrel Old Country Store concept in the United States.

On September 18, 2025, Biglari Capital (2.9%) urges shareholders to vote WITHHOLD on the re-election of CEO/director Julie Masino and director/Compensation Chair Gilbert Dávila at the November 20, 2025 annual meeting. Biglari Capital argues that under Masino’s leadership the Company has suffered value destruction, brand missteps, and alienated customers, while Dávila bears responsibility for failed marketing strategies and excessive executive pay. They criticize the Board for wasting shareholder capital, resisting accountability, and spending heavily to block dissenting voices. Source

On October 7, 2025, Biglari Capital criticized the board for repeated strategic missteps over 14 years, including failed new concepts (Holler & Dash, Punch Bowl Social), an underperforming acquisition (Maple Street Biscuit), and a $700 million remodel plan opposed by the group, which they argue ignored core customer needs and ultimately backfired following significant public backlash and declining traffic. The letter argues that both current CEO Julie Felss Masino and board member Gilbert Dávila have overseen a sharp drop in shareholder value and urges shareholders to vote “AGAINST” their re-election to restore brand authenticity, accountability, and lost credibility, echoing similar calls from major institutional shareholders and a company founder.

On October 24, 2025, Biglari issued an Investor Presentation arguing that the company’s $700 million Transformation Plan, led by CEO Julie Masino, has resulted in a catastrophic loss of shareholder value—over $1.2 billion since her appointment in August 2023—and severe damage to the brand and customer relationships due to failed rebranding and remodeling efforts, which triggered unprecedented consumer uproar and financial underperformance. The presentation highlights shareholder rights restrictions via new bylaws, persistent guest traffic declines, withdrawal of financial guidance, widespread analyst skepticism, and calls for leadership change, asserting that both CEO Masino and Board member Gilbert Dávila should be held accountable for the company’s mismanagement and lack of a credible turnaround strategy.

On October 31, 2025, Biglari issued a rebuttal Investor Presentation arguing that the company’s “Transformation Plan” is failing—highlighting deteriorating guest traffic, declining guidance for FY 2026, mis-allocated capital expenditures, inadequate leadership from CEO Julie Masino and Board member Gilbert Dávila, and governance measures that limit shareholder rights—and urging shareholders to vote against the re-election of those directors.

On November 6, 2025, Biglari issued an open letter to shareholders reiterating his concerns.

On November 7, 2025, Egan-Jones has recommended that stockholders vote AGAINST the election of five incumbent nominees of the company at the upcoming annual meeting of shareholders, scheduled to be held on November 20, 2025. Source

On November 10, 2025 Biglari announced that proxy firms ISS, Glass Lewis and Egan-Jones recommend shareholders vote against certain Cracker Barrel directors and the board’s bylaw amendments, citing a failed rebrand, poor TSR and operational underperformance, weak governance. Glass Lewis opposed Gilbert Dávila for weak marketing oversight and Jody Bilney for supporting “arbitrary” bylaw changes, calling the revisions misaligned with governance standards. ISS also opposed Dávila, while Egan-Jones urged votes against CEO Julie Masino, Chairman Carl Berquist, and directors Dávila, Gisel Ruiz, and Darryl Wade, citing financial underperformance and the need for leadership change.

Background: 

• Biglari lost five proxy campaigns to elect directors in the FY 2011, 2012, 2013, 2014 and 2020
• On November 5, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company that it has lbiglari-capital-corp-nominated-board-candidates-to-cracker-barrel-old-country-store-cbrlagged behind both the peer median and the S&P MidCap 400 Index since the onset of Covid-19 and since the 2020 shareholder meeting held on November 19, 2020. Further, it urged that the Board should consider a more aggressive dividend payout policy.
• On December 14, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company  It urged that the Board should consider a more aggressive dividend payout policy.
• On June 6, 2022, Biglari Capital Corp (8.8%) issued a letter to shareholders reiterating its concerns.
• On August 18, 2022, Biglari Capital Corp (8.8%) delivered a letter to the company nominating Jody L. Bilney and Kevin M. Reddy for election to the Board at the 2022 AGM. Source
• On September 28, 2022, Biglari Capital Corp entered into an agreement with the company, leading to the expansion of the Board from ten to eleven members and the appointment of their nominee, Jody L. Bilney. Source
• On August 16, 2024, Biglari Capital Corp (9%) nominated Milena Alberti-Perez, Julie Atkinson, Sardar Biglari, and Michael W. Goodwin for election to the Board at the 2024 annual meeting.
• On August 18, 2024, they submitted a supplemental nomination for Michelle Frymire, bringing the total number of nominees to five. Source
• On September 23, 2024, Biglari Capital Corp (9.3%) filed proxy materials seeking support for its nominees.
• On September 23, 2024, Biglari Capital Corp withdrew their nomination of Julie Atkinson and Michelle Frymire as nominees for election at the Annual Meeting. With the withdrawal, Biglari Capital Corp intend to solicit proxies to elect the remaining Nominees to the Board at the Annual Meeting. Source
• On October 1, 2024, Biglari Capital Corp filed proxy materials seeking support for its nominees.
• On October 8, 2024, Biglari Capital Corp. issued a letter to shareholders expressing concern over the company's declining market value, which has dropped over $2.9 billion since 2019. Despite ownership of 2,069,141 shares and attempts to highlight management failures, the Board's appointment of CEO Julie Felss Masino and her transformation plan have not restored confidence, leading to a 50.9% decrease in share price since her appointment. Biglari criticized the Board for its poor capital allocation decisions, including costly new stores and unsuccessful brand launches, which have resulted in significant losses. He emphasized the need for a Board overhaul and proposed focusing on core operations, halting new store openings, and improving existing store performance to regain customer traffic.
• On October 24, 2024, Biglari released an investor presentation titled 'Cracker Barrel is in Crisis,' reiterating its concerns and seeking votes for its nominees.
• On October 31, 2024, Biglari issued an additional Investor Presentation, "Setting the Record Straight" asserting that their nominees seek to collaborate rather than control, with no intention of executive roles.
• On November 12, 2024, Biglari Capital Corp issued a press release announcing that Glass Lewis recommended that shareholders vote for two of Biglari capital's nominees and ISS recommends shareholders vote for one of Biglari capital's nominees
• On November 13, 2024, Biglari Capital Corp, in a letter to the shareholders, highlighted a significant decline in the company's stock value, with a $100 investment in January 2019 now worth only $30. He argued that the current board, including Carl Berquist and Meg Crofton, was responsible for a 70% loss and had failed to turn the company around. He urged shareholders to vote for them, warning that without change, the company risked further losses.
• At the AGM held on November 21, 2024, shareholders re-elected all the company's director nominees. Biglari's nominees were not elected to the Board