Cracker Barrel CEO Survives Ouster Attempt: What Happened & What It Means for Stock

The Battle for the Barrel

Cracker Barrel just wrapped up its annual shareholder meeting on November 20, 2025, and the results are... well, mixed, like a plate of their questionable mac and cheese. Shareholders approved the usual stuff – director elections, auditor ratification (Deloitte & Touche LLP are back for fiscal 2026), and executive compensation packages. But the real story here is the ongoing saga with Sardar Biglari, the activist investor who just won't let Cracker Barrel be.

Biglari failed to oust CEO Julie Masino, but he did manage to get board member Gilbert Dávila booted. Dávila, who runs a multicultural marketing consultancy, had also drawn the ire of proxy advisory firms like Institutional Shareholder Services and Glass, Lewis & Co. (who, strangely, supported Masino). This proxy fight marks Biglari’s eighth attempt to shake things up at Cracker Barrel in the last 15 years. Cracker Barrel CEO survives ouster attempt, board shrinks

Biglari’s beef? He blames Masino for the negative reaction to the brand’s recent logo change and remodel efforts. He even went so far as to call her an "arsonist-fireman manager." Strong words for a Tuesday morning shareholder meeting.

The $5 Million Question

Here's where things get interesting. Concurrent with the election, shareholders adopted two changes to the company’s bylaws that could make Biglari’s crusade a whole lot more expensive. The first change introduces an ineligibility provision: if a director nominee fails to get at least 20% of the vote, they're barred from renomination for three years (or two years if they get between 20% and 25%). The second change is the real kicker.

This new rule states that any shareholder who nominates directors at two meetings within a five-year period, and whose nominees fail to get 25% of the vote, could be on the hook for up to $5 million in company expenses related to the proxy fight. Conversely, if that shareholder's nominees are elected, the board would reimburse them up to $5 million for their costs.

According to Cracker Barrel, these measures were developed after consulting with major shareholders who are, understandably, frustrated with Biglari's persistent agitation. Carl Berquist, the board chair, put it bluntly in an SEC filing: "We are unaware of any analogous situation in U.S. corporate history where these provisions would have been triggered outside of the contests Mr. Biglari has waged at Cracker Barrel over the past 15 years." (A parenthetical clarification: That's a pretty strong accusation.)

The vote totals on these bylaw changes are telling. The ineligibility provision passed with 9.2 million shares in favor and 6.9 million against. The $5 million expense rule passed by a much wider margin, suggesting broad support for cracking down on costly proxy battles.

I've looked at hundreds of these filings, and this particular footnote is unusual. It's rare to see a company so explicitly target a single shareholder with such a punitive measure. Is it a justified defense against a disruptive force, or an overreach of corporate power?

Beyond the Bylaws: The Bigger Picture

Ultimately, the real question is whether this $5 million deterrent will actually change anything. Will Biglari back down, or will he see it as a challenge and double down? And more importantly, is Cracker Barrel addressing the underlying issues that are fueling his discontent in the first place?

The most recent analyst rating on CBRL stock is a "Sell" with a $24.00 price target. TipRanks’ AI Analyst, Spark, rates the stock as "Neutral" but notes financial challenges, particularly in profitability and leverage management. Technical analysis points to bearish momentum, although valuation metrics offer some support with an attractive P/E ratio and dividend yield. The overall market cap is just $603.3 million.

The company plans to release its fiscal 2026 first-quarter financial results on December 9, 2025, with a conference call to follow. CRACKER BARREL FISCAL 2026 FIRST QUARTER CONFERENCE CALL That call will be crucial for understanding how the company plans to navigate these challenges and address shareholder concerns.

And this is the part of the report that I find genuinely puzzling. If Cracker Barrel's management is so confident in their strategy, why resort to such drastic measures to silence a dissenting voice? Wouldn't it be more effective to simply deliver strong results and prove Biglari wrong?

A Costly Cure, or a Necessary Evil?

Is Cracker Barrel's move to potentially fine Biglari a brilliant strategy to protect shareholder value, or a desperate attempt to silence criticism? The answer, as always, lies somewhere in the numbers—and in whether Masino can turn this ship around before Biglari decides to write another $5 million check.