Activist Investors Target Cracker Barrel Leadership in Proxy Battle
Activist investor Sardar Biglari has escalated his campaign against Cracker Barrel, urging shareholders to vote against CEO Julie Felss Masino and board member Gilbert Dávila at the upcoming annual meeting. The move comes as major proxy advisory firms ISS and Glass Lewis also recommended voting against certain directors over performance concerns and the company’s controversial rebrand.
Key Takeaways
- Activist investor Sardar Biglari seeks to oust CEO Julie Felss Masino and board member Gilbert Dávila
- Proxy advisors ISS and Glass Lewis recommend voting against Dávila over performance concerns
- Cracker Barrel defends leadership, warning CEO removal would “destabilize” the company
- Company acknowledges “misstep” with August rebrand that wiped out $1.2 billion in market value
Proxy Advisors Take Sides
Both Institutional Shareholder Services (ISS) and Glass Lewis advised shareholders to vote against Dávila, a marketing and diversity specialist who chairs the compensation committee. Glass Lewis additionally recommended voting against Jody Bilney, who chairs the nominating and corporate governance committee. Neither firm recommended ousting the CEO.
Cracker Barrel’s Defense
In an SEC filing, Cracker Barrel argued that Masino’s departure would “destabilize” the company and jeopardize its ability to regain momentum. The company defended Dávila as an “invaluable member” of the board and accused Biglari of amplifying “false and misleading claims” to disrupt the business.
Rebranding Fallout
Cracker Barrel acknowledged it “misstepped” with the new logo and modern store remodels but maintained the changes weren’t ideological. The company said it responded to customer feedback by restoring the “Old Timer” logo, pausing remodels, and reaffirming its commitment to “what makes Cracker Barrel special.”
Biglari’s Allegations
Biglari’s investment firm claimed the rebranding “fiasco” erased approximately $1.2 billion in shareholder value. In a November 6 letter to shareholders, he argued the board has “failed in every acquisition and in the opening of new stores” and hired the “wrong CEO.”
Cracker Barrel countered that Biglari has waged eight proxy fights against the company over 15 years and uses platforms tied to companies he controls, including Steak ‘n Shake, to spread misleading statements. The shareholder vote scheduled for November 20 will determine the direction of the restaurant chain’s leadership.
