Activist investor Sardar Biglari intensified his campaign against Cracker Barrel’s leadership, urging shareholders to vote against CEO Julie Felss Masino and board member Gilbert Dávila in the company’s upcoming annual meeting.
Two major proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, also urged shareholders to vote against one or more Cracker Barrel directors over concerns about performance and the company’s controversial August rebrand.
ISS and Glass Lewis advised shareholders to vote against Dávila, a marketing and diversity specialist who serves as the chair of the compensation committee. Glass Lewis also recommended a vote against Jody Bilney, who chairs the company’s nominating and corporate governance committee.
Neither proxy firm recommended ousting the CEO.
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Cracker Barrel said in an SEC filing Monday that Masino’s departure as CEO would “destabilize” the company and risk its ability to regain the momentum it built in fiscal year 2025.
It also defended Dávila as an “invaluable member” of the board who plays an important role in the oversight of the company’s strategy.
A Cracker Barrel spokesperson told Fox News Digital: “The Board, Ms. Masino and the senior leadership team are working diligently in the best interests of all shareholders to position the Company to return to the momentum and positive trajectory of fiscal 2025. In contrast, Mr. Biglari is amplifying false and misleading claims to further disrupt the business and destroy shareholder value for his own ends.”
The company acknowledged in the SEC filing ahead of the Nov. 20 shareholder meeting that it “misstepped” with the new logo and modern store remodels but argued the changes were not ideological.
The company said it listened to guest feedback and quickly restored the “Old Timer” logo, paused remodels, and reaffirmed its commitment to “what makes Cracker Barrel special.”
It accused Biglari of waging a “costly and distracting” proxy campaign to advance his own interests, saying he has a long history of “disruptive, failed campaigns” against the company.
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Cracker Barrel said Biglari has launched eight proxy fights in 15 years and uses platforms tied to companies he controls — including Steak ’n Shake, to make “false and misleading statements.”
Biglari’s investment firm sent a letter to shareholders on Nov. 6 telling them that his 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 read in part.
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Biglari said the company’s rebranding and remodeling “fiasco” wiped out about $1.2 billion in shareholder value, citing FactSet data on Cracker Barrel’s market capitalization.
He did not immediately respond to Fox News Digital’s request for comment.
