Cracker Barrel's embattled CEO Julie Masino has survived her most serious challenge yet, winning reelection to the board despite a fierce campaign by activist investor Sardar Biglari to remove her. However, the victory comes with significant costs—the company has implemented sweeping new bylaws designed to make future proxy fights prohibitively expensive for shareholders like Biglari, and the damage from the chain's disastrous logo rebrand continues to haunt the restaurant operator.
The shareholder vote, held on November 20, 2025, marked the eighth proxy battle between Biglari and Cracker Barrel over the past 15 years. While Masino secured her position, the results revealed deep fractures within the company's shareholder base and exposed the growing disconnect between retail customers and institutional investors.
The Activist's Eighth Assault
Biglari, who has been waging war against Cracker Barrel's management since 2011, launched his latest offensive by arguing that Masino's strategic direction has been catastrophic for the brand. In his proxy statement, the activist investor blamed the CEO for the backlash surrounding the company's controversial logo change and store remodels earlier this year, describing her as
"an arsonist-fireman manager."The numbers seemed to support Biglari's case. After Cracker Barrel unveiled a new simplified logo in August 2025—removing the iconic "Old Timer" figure and barrel that had defined the brand for decades—customer traffic plummeted. Visits dropped by double digits in the weeks following the announcement, with September seeing an overall decline of
12.1% year-over-year compared to the previous year. The backlash was so severe that the company reversed course within 48 hours, scrapping the new logo entirely and reverting to its original design.
Despite these operational challenges, Masino was reelected to the board, though board member
Gilbert Dávila was not, reducing the board from 10 to 9 members.
New Shareholder Defenses: A $5 Million Barrier
Perhaps more significant than the election results themselves are the new bylaws that shareholders approved alongside the director elections. These measures represent a dramatic escalation in the company's defense against activist investors and could fundamentally alter the landscape of shareholder activism at Cracker Barrel.
The most consequential change imposes a
$5 million penalty on any shareholder who nominates director candidates at two separate shareholder meetings within a five-year period if those nominees fail to receive at least
25% of the vote. Conversely, if the shareholder's nominees are elected, the board must reimburse them up to $5 million in proxy fight costs.
This structure effectively creates a financial minefield for activists like Biglari. Given that his nominees have consistently failed to achieve the 25% threshold needed to avoid penalties, future proxy fights could become prohibitively expensive. The company developed these measures in consultation with major shareholders who were frustrated with Biglari's relentless campaign.
The Retail Versus Institutional Divide
Interestingly, Biglari's post-election analysis revealed a striking pattern:
retail shareholders voted overwhelmingly against Masino, while institutional investors supported her reelection. Biglari Capital claimed that "retail shareholders of Cracker Barrel, who presumably know and like the brand, overwhelmingly voted against the CEO," suggesting that individual customers and investors saw the situation differently from index funds and large institutional holders.
This disconnect highlights a broader tension in modern corporate governance—the gap between those who actually use a company's products and those who hold shares primarily for financial returns. Cracker Barrel's retail customers had made their feelings abundantly clear through their wallets, yet institutional investors maintained confidence in management.
A CEO Under Siege
Despite her reelection, Masino acknowledged the severity of the situation. In recent comments, she stated that she felt
"like I've been fired by America," admitting that the restaurant chain "missed the mark" with its rebranding efforts. The CEO expressed her desire to "help people love this brand," signaling a potential shift in strategy.
The financial picture remains troubling. While Cracker Barrel reported fourth-quarter sales of
$855.3 million—up
4.4% year-over-year and beating analyst estimates—the company's fiscal 2026 guidance of
$3.35 billion to
$3.45 billion fell short of analyst expectations of
$3.47 billion. The stock has plummeted
47.4% year-to-date in 2025, trading at
$28.78 as of late November.
What's Next for Cracker Barrel?
The company faces a critical juncture. The logo reversal and the survival of Masino's tenure suggest that leadership may be reconsidering its aggressive modernization strategy. However, the company has not clarified whether other controversial rebranding initiatives—including the store redesigns that sparked similar backlash—will continue or be abandoned.
Biglari has already signaled that this battle is far from over, predicting that
"continued weakness in customer traffic" will persist and that value restoration will only begin when "the Board admits its mistake and fires the CEO." With the new $5 million penalty structure now in place, however, his ability to mount future proxy fights has been significantly constrained.
For Cracker Barrel, the real test will come in the coming quarters as the company attempts to rebuild customer trust while navigating the expectations of its divided shareholder base. The chain operates over 660 locations across 45 states, but whether it can recapture the loyalty of customers who felt alienated by its modernization efforts remains an open question.
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