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Proxy Advisory Firms Urge Changes at Cracker Barrel

Recent evaluations by notable proxy advisory firms, including Institutional Shareholder Services (ISS), Glass Lewis, and Egan-Jones, have called into question the current leadership at Cracker Barrel Old Country Store, Inc. These firms have recommended that shareholders vote against the election of incumbent board members, highlighting troubling trends in the company’s performance.

Glass Lewis Recommendations

Glass Lewis specifically points to the disappointing marketing strategies employed by director Gilbert Dávila, asserting that his expertise has been deemed "faulty." They criticize the board for attempting to deflect attention from substantial losses in market value—a staggering billion dollars over the past two years—while failing to offer a credible path for recovery.

The criticisms extend beyond marketing efforts. The report underscores the company's operational challenges, including poor financial standings and inadequate capital allocation. According to Glass Lewis, the board's recent revisions to by-laws do not align with accepted standards of corporate governance, raising additional concerns about management’s strategic direction.

Egan-Jones Concerns

Egan-Jones echoed these sentiments, identifying urgent leadership changes as necessary due to lagging total shareholder returns (TSR) and severe financial underperformance. They recommend shareholders oppose the election of CEO Julie Masino and chair Carl Berquist, alongside several board directors. Egan-Jones details the company's significant decline in stock value and heightened operational issues since mid-2025, pointing to poor returns on capital and ineffective growth strategies.

They specifically call out the detrimental rebranding initiatives and subsequent losses that occurred during this period. Egan-Jones argues that poor decision-making has devastated shareholder value.

ISS Highlights Governance Failures

According to ISS, Cracker Barrel's share price feedback reflects the implications of mismanagement under the current board. They cite disappointing TSR metrics and stagnant operational activity since the leadership transition. They emphasize accountability for major mistakes like the recent logo change, which sparked a series of negative financial ramifications, creating a sharp decline in stock prices.

ISS firmly believes that changes to the board are critical, highlighting that the current strategies and their outcomes do not support the company's long-term viability.

Shareholder Mobilization

With the annual meeting approaching on November 20, 2025, Biglari Capital, which has been vocal about these concerns, urges shareholders to take action. They stress the importance of voting, no matter how many shares are held, and emphasize that the collective influence of shareholders is necessary to instigate genuine change at Cracker Barrel.

The firm has provided methods for shareholders to engage with the voting process, including the option to request additional materials and assistance through Saratoga Proxy Consulting.

As the meeting date nears, the recommendations from ISS, Glass Lewis, and Egan-Jones add considerable weight to the discussions surrounding Cracker Barrel's future governance and operational strategies. Investors must weigh these insights carefully as they consider how their votes might influence the company's trajectory and accountability moving forward.

Conclusion

The chorus of disapproval from these advisory firms signals alarming trends that could have long-lasting effects for Cracker Barrel stakeholders. As the upcoming shareholder meeting approaches, the call for reform rings louder, presenting an opportunity for investors to demand accountability and potentially realign the company's strategic direction toward greater success.