Biglari Capital launches proxy fight against Cracker Barrel leadership

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By Oliver “The Data Decoder”

Sardar Biglari, the influential founder of Biglari Capital Corporation, is spearheading a significant proxy battle against Cracker Barrel Old Country Store’s leadership. With a 2.9% stake in the company, Biglari Capital is actively campaigning for shareholders to reject the re-election of CEO Julie Masino and Compensation Committee Chair Gilbert Dávila. This move signals a deep-seated dissatisfaction with the current management’s strategic direction, which Biglari argues has led to substantial erosion of shareholder value and a fundamental misunderstanding of the brand’s core identity.

Biglari Capital’s filing asserts that the Cracker Barrel board and its executive team have demonstrably “betrayed the company’s heritage, alienated loyal customers and undermined investor confidence.” The firm contends that recent strategic decisions, including a brand refresh attempt, have exacerbated existing challenges rather than resolving them. This controversial rebranding effort, which included the removal of the iconic “Old Timer” character from signage, was met with widespread public outcry, leading to a sharp decline in stock performance and forcing the company to backtrack on its modernization plans.

A Battle Over Brand Heritage and Strategy

The dispute highlights a critical tension between the need for established brands to adapt to contemporary markets and the imperative to preserve cherished heritage that resonates with a loyal customer base. Biglari Capital’s critique extends beyond financial performance, focusing on what it perceives as a failure by Cracker Barrel’s leadership to connect with the brand’s established identity and customer expectations. The proxy battle represents a direct challenge to the current leadership’s vision and their ability to steward the company effectively in the long term.

In a move underscoring the severity of the conflict, Steak ‘n Shake, a restaurant chain owned by Biglari Holdings Inc. (which also includes Western Sizzlin and is parented by Biglari Capital), publicly backed the campaign. The company notably purchased billboard space featuring the slogan “Fire the CEO,” rendered in Cracker Barrel’s recently abandoned logo design. This public display of opposition on a prominent platform, coupled with previous social media commentary from Steak ‘n Shake criticizing Cracker Barrel’s marketing choices, amplifies the pressure on Cracker Barrel’s board.

The backlash against Cracker Barrel’s modernization efforts, particularly the logo redesign, forced the company into a rapid reversal. Within days of announcing the changes, Cracker Barrel retracted its new logo and renovation plans, issuing an apology to its customers. The company acknowledged the feedback and reaffirmed its commitment to its traditional values and customer experience, emphasizing that its “Old Timer” character would remain a fixture. This public concession, however, has not appeased Biglari Capital, which continues its efforts to effect leadership changes.

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