13D weekly report - November 24, 2025 to November 28, 2025

YZi Labs Files Preliminary Consent Statement to Expand the Board of CEA Industries Inc. (BNC) and Elect Additional Directors

 Key Summary: On November 27, 2025, YZi Labs Management filed a preliminary consent statement to expand the board and elect new directors, citing weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and gains in BNB, the company’s main treasury asset.

 Market Cap: $304 million | CEA Industries Inc., through its subsidiary, Surna Cultivation Technologies LLC, focuses on the sale of environmental control and other technologies and services to the controlled environment agriculture (CEA) industry in the United States and Canada.

On November 27, 2025, YZi Labs Management filed a preliminary consent statement seeking written consents to expand the board and elect new directors, arguing that stronger oversight is needed after what it sees as weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and appreciation in BNB, the company’s primary treasury asset. Source

Engaged Capital demands BlackLine's (BL) books, records

Key Summary: On November 25, 2025, Engaged Capital demanded BlackLine’s books and records to review the company’s handling of takeover offers, including a rejected ~$66/share bid from SAP, and said the results will determine whether it runs a director slate for the 2026 AGM.

Market Cap: $3.6 billion | BlackLine, Inc. provides cloud-based solutions to automate and streamline accounting and finance operations in the United States and internationally.

On November 25, 2025, Engaged Capital, which owns 1.2 million BlackLine shares, has demanded books and records to investigate how the company handled multiple takeover approaches, including a rejected ~$66/share offer from SAP. Engaged says the findings will determine whether it will run a director slate for BlackLine’s 2026 annual meeting. The request follows Engaged’s recent push for a sale and comes amid broader pressure from other investors—including Ananym, Tensile, and Sheffield—urging BlackLine to explore strategic options.

Neil S. Subin Announces Activist Investment Stance with Four Director Nominations at Scully Royalty Ltd (SRL)

Key Summary: On December 11, 2023, Neil S. Subin (12.4% holder) disclosed he had taken an activist stance by nominating four director candidates for the December 29, 2023 AGM. On November 26, 2025, Subin and Milfam LLC again moved to change the board, notifying the company that they will nominate Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers for election at the December 27, 2025 annual meeting and will solicit proxies for their slate.

 Market Cap: $83 million | Scully Royalty Ltd. operates as an iron ore mining company in the Americas, Africa, Canada, Asia, and Europe. 

·         On December 11, 2023, Neil S. Subin (12.4%) stated that he has recently taken an activist investment stance by nominating four director candidates for the upcoming AGM on December 29, 2023. Source

·         On November 26, 2025, Neil S. Subin, Milfam LLC (13.4%) notified the company that he will nominate Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers for election to the board at the December 27, 2025 annual meeting and will solicit proxies to support their election. Source

ISS joined Glass Lewis in recommending Cannae Shareholders Vote “FOR” All Four of Carronade’s Director Nominees at Cannae’s (CNNE) Annual Meeting

Key Summary: On March 20, 2025, Carronade Capital announced it would nominate four director candidates for Cannae’s 2025 Annual Meeting. Carronade criticized Cannae’s underperformance and governance, proposing cost reductions, better capital allocation, and stronger governance to boost shareholder returns by at least 50%. On September 4, 2025, Carronade resubmitted its nomination of directors to the Board.

 Market Cap: $1 billion | Cannae Holdings, Inc. is a principal investment firm. The firm primarily invests in restaurants, technology enabled healthcare services, financial services and more. 

·         On March 20, 2025, Carronade Capital Management announced it would nominate four director candidates for election at 2025 Annual Meeting. Carronade criticized Cannae's underperformance and poor governance practices, citing persistent capital allocation issues and misalignment between management and shareholders. The firm proposed reducing overhead costs, improving capital allocation, unlocking portfolio value, and instituting stronger governance to increase shareholder returns by at least 50%. Source

·         On April 7, 2025, Carronade issued a press release nominating four independent candidates for the Board. Carronade criticizes Cannae's recent actions as insufficient to address chronic underperformance, poor governance, and excessive executive payouts. The firm believes the current Board's behavior undermines shareholder value and that new independent directors are needed to unlock potential and address ongoing issues.

·         On June 10, 2025, Carronade Capital Management filed proxy materials seeking support for its nominees.

·         On September 4, 2025, Carronade resubmitted its nomination of Mona Aboelnaga, Benjamin C. Duster IV, Dennis A. Prieto, and Cherie L. Schaible for election to the board at the December 12, 2025 annual meeting, after the Issuer delayed the meeting by more than 175 days past the prior year’s anniversary. Carronade had initially nominated the same slate on December 19, 2024, but was required to renominate under the company’s bylaws due to the delay. Source

·         On October 24, 2025, Carronade Capital Management filed proxy materials seeking support for its nominees.

·         On November 10, 2025, Carronade Capital issued an investor presentation and press release urging change at the company.  Carronade criticized years of poor strategic decisions, weak oversight, and excessive insider compensation that led to chronic underperformance and a persistent valuation discount. It nominated four independent directors — Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Cherie Schaible — for election at the December 12, 2025 annual meeting, arguing their addition would restore accountability, improve governance, and unlock shareholder value.

·         On November 24, 2025, Carronade issued an investor presentation countering Cannae’s claims ahead of the December 12, 2025 annual meeting, arguing the company had chronically underperformed, misrepresented facts, and suffered from severe board-level governance failures. The firm highlighted a 60% five-year shareholder loss, a 50% NAV decline, stock drops after recent earnings calls, and more than $650 million earned by management despite value destruction. Carronade also said Cannae had mischaracterized its board nominees’ qualifications and noted Cannae’s worst-in-class returns versus all peer groups, with directors posting cumulative five-year relative TSRs of –112% to –148%. It urged shareholders to vote for its four nominees on the GOLD proxy card to restore oversight and improve performance.

·         On November 25, 2025, Carronade issued a press release announcing that Glass Lewis has recommended that shareholders vote “FOR” Carronade nominees, Mona Aboelnaga, Benjamin Duster, Dennis Prieto and Chérie Schaible, and “WITHHOLD” on all four of Cannae’s nominees, Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey, on Carronade’s GOLD proxy card in connection with Cannae’s 2025 Annual Meeting of Shareholders to be held on December 12th, 2025.

·         On November 26, 2025, Carronade said ISS has joined Glass Lewis in backing all four of its director nominees for Cannae’s December 12, 2025 annual meeting, citing Cannae’s weak shareholder returns, failed SPAC investments, persistent governance problems, and the board’s deep ties to Bill Foley. Source

ATM halt at Neuphoria Therapeutics (NEUP) prompts Lynx1 to revisit withdrawn takeover offer

Key Summary: On November 9, 2025, Lynx1 Capital Management (26.5%) nominated two directors, Kimberly Smith and Stephen Doberstein, and on November 10 proposed acquiring the company for $5.20 per share in cash, a 27% premium, through its affiliated funds. Lynx1 withdrew its $5.20 offer for Neuphoria, citing over 125% dilution from below-value ATM issuances after the trial failure, and is demanding an end to dilution, a new record date, and acceptance of its board nominees.

Market Cap: $12 million | Neuphoria Therapeutics Inc., a clinical stage biopharmaceutical company, discovers and develops novel allosteric ion channel modulators for the treatment of central nervous system disorders in Australia. 

·         On November 9, 2025, Lynx1 Capital Management (26.5%) nominated two independent candidates, Kimberly Smith and Stephen Doberstein, for election to the company’s board at the December 9, 2025 annual meeting. The next day, they submitted a non-binding proposal to acquire all outstanding shares for $5.20 per share in cash — a 27% premium to the prior closing price — through affiliated investment funds. Source

·         On November 14, 2025, Lynx1 Capital Management filed proxy materials seeking support for its nominees.

·         On November 18, 2025, Lynx1 Capital Management withdraws its $5.20-per-share bid for Neuphoria, arguing the Board has destabilized the balance sheet through aggressive and value-destructive ATM share issuances following the AFFIRM-1 trial failure, diluting shareholders by more than 125% and selling stock below cash value per share. The fund demands an immediate halt to dilution, a reset of the record date, and the addition of its two independent director nominees, asserting the Board’s actions reflect entrenchment and harm to shareholder value. Source

·         On November 26, 2025, Lynx1 Capital Management issued a definitive proxy statement urging shareholders to vote FOR its nominees on the BLUE card

·         On November 26, 2025, Lynx1 Capital Management released a presentation accusing Neuphoria’s board of mismanaging the company after its AFFIRM-1 trial failure, citing massive dilution (~128% increase in shares), value destruction, and poor governance. Lynx1 nominated Stephen Doberstein and Kimberly Smith as independent directors and urged shareholders to vote for them on the BLUE proxy card to restore oversight and protect value.

·         The company halted its dilutive ATM issuances on November 7, 2025, just before Lynx1 Capital Management nominated directors and submitted a $5.20 per-share offer. The activist withdrew that offer on November 14 after the company disclosed a “transformational” 128% increase in share count over four weeks, which made it impossible to price an acquisition amid ongoing dilution. With the company now confirming that issuances have stopped, Lynx1 Capital Management is recalculating and preparing to resubmit a revised offer that assumes no further dilution and accounts for the value impact of the prior issuances. Source

Engine Capital nominated two candidates to the Board of UniFirst Corporation (UNF)

Key Summary: On November 14, 2025, Engine Capital nominated two candidates to the Board.

Market Cap: $2.8 billion | UniFirst Corporation provides workplace uniforms and protective work wear clothing in the United States, Europe, and Canada.

·         On November 14, 2025, Engine Capital (3.1%) filed proxy materials nominating two candidates to the Board at the upcoming AGM. It argued that the Board needs directors with stronger M&A and capital-allocation expertise to enhance shareholder value. Source

·         On November 25, 2025, Engine Capital issued an open letter criticizing the Croatti family trustees for refusing engagement and urging them to pursue a sale, arguing the company has lost competitiveness, rejected a valuable Cintas offer, and destroyed significant shareholder and family value. It claims UniFirst has no credible standalone path, faults the Board for accelerating the annual meeting and adopting a virtual-only format, and calls for immediate dialogue and shareholder representation to avoid a prolonged proxy battle.

Smolyansky seeks board seat and new independent committee at Lifeway Foods (LWAY)

Key Summary:  Since 2021, Edward and Ludmila Smolyansky have consistently pushed for leadership and governance changes at Lifeway Foods, including multiple director nominations, calls to replace CEO Julie Smolyansky, and demands for a strategic review. After a brief settlement in July 2022, tensions resurfaced in 2024 with renewed proxy efforts, legal disputes, and criticisms over insider compensation, governance practices, and rejection of acquisition offers from Danone. By August 2025, Danone, frustrated by failed negotiations and board entrenchment, signaled its intent to support Edward’s campaign to replace the board if a deal isn’t reached. On August 7, 2025, Edward and Ludmila Smolyansky, controlling ~26% of Lifeway Foods, extended the WHITE consent card deadline in their solicitation to September 30, 2025. On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. On October 17, 2025, Edward Smolyansky (8.1%) notified Lifeway Foods of plans to nominate George Sent to the board and propose forming a new committee of independent directors appointed after September 30, 2025.

 Market Cap: $422 million | Lifeway Foods, Inc. produces and markets probiotic-based products in the United States and internationally.

·         On October 15, 2021, Ludmila Smolyansky, Chairperson of the Board, and Edward Smolyansky, COO of the company, disclosed 38.4% and stated that Edward Smolyansky intends to nominate up to three directors at the 2021 AGM. Source

·         On February 21, 2022, the concerned shareholders (38.2%) notified the Board of their belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source

·         On March 11, 2022, Edward Smolyansky notified the corporate secretary of the company of his intent to nominate himself, Ludmila Smolyansky, Robert Whalen, Austin Hollis and Iana Trifonova for election to the  Board at the 2022 AGM. As Mr. Smolyansky continues to prepare for a potential proxy contest in connection with the 2022 AGM, he intends to continue to engage in discussions with the Board regarding his belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source

·         On July 27, 2022, Edward Smolyansky entered into a settlement agreement with the Company which terminates his potential proxy contest or solicitation with respect to the appointment of new directors to the Board. Pursuant to the Settlement Agreement, the Company has agreed, that (i) the Board will nominate: Juan Carlos Dalto, Jodi Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar, Julie Smolyansky and Ludmila Smolyansky, and (ii) the Board’s Audit and Corporate Governance Committee will oversee a review of strategic alternatives for the Company.

·         On February 10, 2023, Ludmila Smolyansky and Edward Smolyansky provided a notice to the Company regarding potential breaches of the Settlement Agreement, dated as of July 27, 2022, as amended, among the Company, Ludmila Smolyansky and Edward Smolyansky (the “Settlement Agreement”). Under the Settlement Agreement, Ludmila Smolyansky’s and Edward Smolyansky’s “standstill” obligations under Section 6 of the Settlement Agreement terminate in the event of a material breach by the Company that is not cured within ten days by the Company. On February 22, 2023, the Company provided a written response, claiming that it had not materially breached the Settlement Agreement, and noting that a committee of the Company’s board of directors had approved the engagement of a nationally recognized financial advisor, and that certain terms of the engagement were being negotiated and remained subject to approval by the committee. Source

·         On May 5, 2023, Mr. Smolyansky again notified the Company, in accordance with the Company’s bylaws, that he intended to nominate seven candidates for election as directors at the 2023 annual meeting.

·         On May 9, 2023, Mr. Smolyansky filed proxy materials seeking support for its nominees.

·         At the AGM held on June 15, 2023, all of the company's director nominees were elected to the Board.

·         On October 26, 2023, Ludmila Smolyansky and Edward Smolyansky (together 31.1%) informed the company. that they are nominating a director in accordance with the Settlement Agreement from July 27, 2022. As per the agreement, the Board must appoint the nominee if approved by the Board and its Audit and Corporate Governance Committee in good faith, with no unreasonable withholding of approval. They also mentioned a second contingent nominee to be considered if the first nominee is not approved by the Board or the Committee. Source

·         On July 18, 2024, Ludmila Smolyansky and Edward Smolyansky (together 8.4%) issued a press release demanding (i) the resignation of Julie Smolyansky, CEO and chairperson of the Company, (ii) the resignation of certain of the Company’s directors, including Jason Scher, Pol Sikar, Jody Levy, Dorri McWhorter and Perfecto Sanchez, (iii) the termination of Jason Burdeen, the Company’s chief of staff, (iv) the adoption of an anti-nepotism policy and (v) an operational and strategic review of the Company.

·         On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. Source

·         On December 30, 2024, Danone North America accused Lifeway Foods and CEO Julie Smolyansky of breaching a Shareholder Agreement by issuing nearly 300,000 shares without consent, declaring the action void. This follows rejected acquisition offers and Lifeway's leadership entrenchment, with Danone alleging shareholder value erosion through unauthorized stock grants and excessive compensation, hinting at potential litigation. Source

·         On February 3, 2025, Ludmila Smolyansky and Edward Smolyansky issued a press release regarding a lawsuit filed against Mr. Smolyansky by Julie Smolyansky, the CEO of the Company and confirming Mrs. Smolyansky and Mr. Smolyansky's goals with respect to the Company's management and board of directors.

·         On March 3, 2025, Danone filed a lawsuit against the company and its Board, accusing them of breaching fiduciary duties and violating the shareholder agreement. Danone seeks to have the share issuance rescinded and intends to continue pursuing legal action to enforce its rights under the agreement. Source

·         On March 13, 2025, Edward Smolyansky sent the letter to the company notifying his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders.

·         On March 17, 2025, Mr. Smolyansky also made available a letter to Company shareholders on his website, www.freeLifeway.com

·         On March 28, 2025, Ludmila Smolyansky and Edward Smolyansky filed proxy materials seeking support for their nominees

·         On June 2, 2025, Edward and Ludmila Smolyansky (27%) filed a revised preliminary consent statement seeking to replace Lifeway Foods’ board, citing weak Q1 results and poor governance. Despite a reported EPS increase, they argue earnings were driven by a one-time gain, not core operations. Key concerns include declining operating margins, weak sales, rising expenses, and insider stock sales. They criticized the Board’s handling of Danone’s offer, CEO/Chair Julie Smolyansky’s compensation, and called for independent oversight and strategic review, asserting broad shareholder support for immediate change. Source

·         On July 2, 2025, Edward and Ludmila Smolyansky (23.2%) solicited shareholder consents to replace the board and implement governance reforms. Their four proposals include the Bylaws Restoration Proposal (to repeal any bylaw changes made after March 24, 2023), the Board Removal Proposal (to remove all current directors including CEO Julie Smolyansky), the Director Election Proposal (to elect a new seven-member slate), and the Anti-Nepotism Proposal (to bar employment of any immediate family of the CEO or President). Source

·         On July 29, 2025, Edward and Ludmila Smolyansky urged shareholders to support their consent solicitation to replace the current board. They criticized the board, led by Julie Smolyansky, for rejecting Danone’s 72% premium offer, adopting entrenchment tactics (poison pill, delayed annual meeting), and awarding $8.5M in CEO compensation (94% of 2024 net income). They also flagged insider stock sales and alleged violations of governance policies. Shareholders were urged to submit consents by August 1 to restore accountability and enable independent review of Danone’s offer. Source

·         On August 1, 2025, Danone (22.7%) stated that in September and November 2024, it proposed to acquire Lifeway, but both offers were rejected and no substantive negotiations took place at that time. Discussions resumed in late June 2025 when Lifeway approached Danone to "reset" their relationship, leading to the signing of a confidentiality and limited standstill agreement on August 1, 2025, which restricts certain actions by Danone until at least September 15, 2025, with a possible seven-day extension if negotiations continue. If no acquisition agreement is reached by the standstill expiration date, Danone currently plans to support Edward Smolyansky's efforts to replace Lifeway’s Board. Source

·         On August 7, 2025, Edward and Ludmila Smolyansky, who control ~26% of Lifeway Foods, extended the requested deadline for shareholders to return WHITE consent cards in their ongoing consent solicitation from August 1 to September 30, 2025, while continuing efforts to secure support for their proposals. Source

·         On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. The agreement also stays pending litigation, with Danone waiving certain shareholder rights and agreeing to support the board’s recommended candidates in 2025 and 2026. 

·         On October 17, 2025, Edward Smolyansky (8.1%) notified the company of his intent to nominate George Sent for election to the board at the 2025 annual meeting and to submit a non-binding shareholder proposal requesting the creation of a new board committee composed solely of independent directors appointed after September 30, 2025. Source

·         On November 7, 2025, Edward and Ludmila Smolyansky condemned the board’s decision to extend its Shareholder Rights Plan (poison pill) by one year to October 2026 without shareholder approval or clear justification. They urged the board to rescind the amendment, disclose director votes, and submit any future extensions to shareholder approval, warning they will seek to hold directors accountable at the next annual meeting. Source

·         On November 26, 2025, Edward Smolyansky filed a preliminary proxy statement seeking major board changes at Lifeway Foods, arguing that long-standing governance failures and entrenched leadership have damaged shareholder value. He is nominating George Sent and himself and proposing a new independent board committee to review leadership, the strategic plan, and strategic alternatives. Source

Cracker Barrel (CBRL) Shareholders Show Strong Support for the Company's Director Nominees and Bylaw Amendments, Per Preliminary Results

Key Summary:  On September 18, 2025, Biglari Capital (2.9%) urged shareholders to vote WITHHOLD on CEO/director Julie Masino and director/Compensation Chair Gilbert Dávila at the November 20 meeting, citing value destruction, brand missteps, failed marketing, excessive pay, and the Board’s misuse of capital to block dissent. On November 24, 2025, the company reported that shareholders had preliminarily elected 9 of its 10 board nominees at the 2025 AGM, including CEO Julie Masino and eight independent directors, while director Gilbert Dávila resigned and the board size was reduced from 10 to 9.

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.

·         On November 24, 2025, the company announced that the preliminary vote count from the Company's proxy solicitor indicates that its shareholders have voted to elect 9 of 10 of the Company's nominees to the Board at the 2025 AGM, including: Julie Masino, Cracker Barrel's Chief Executive Officer, along with independent directors Carl Berquist, Jody Bilney, Stephen Bramlage, John Garratt, Michael Goodwin, Cheryl Henry, Gisel Ruiz, and Darryl "Chip" Wade. In conjunction with the announcement of the preliminary results, independent director Gilbert Dávila resigned from the Board, and the Board has reduced its size from 10 directors to 9 directors. Source

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 lagged 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.