Cracker Barrel facing aggressive proxy battle from Steak ‘n Shake owner

Core Viewpoint - Cracker Barrel is facing pressure from activist investor Sardar Biglari, who is contesting the re-election of CEO Julie Felss Masino and director Gilbert Davila due to dissatisfaction with the company's recent performance and management decisions [1][4][11]. Company Performance - Cracker Barrel has experienced an 8% decline in customer traffic across its 650 restaurants, with expectations of continued declines of 4% to 7% into the following year [8][9]. - The company faced a public relations crisis following a controversial rebranding decision, which included the attempt to scrap its traditional logo [9][12]. Activist Investor Actions - Sardar Biglari, who owns nearly 3% of Cracker Barrel's stock, has made eight attempts to secure a board seat since his initial investment in 2011 [1]. - Biglari's proxy filing criticizes the board for a lack of accountability and stewardship, urging shareholders to send a message regarding management performance [4][11]. Company Response - Cracker Barrel has previously rejected Biglari's proposals and implemented bylaws to make it more difficult for activists to target the company, including requiring reimbursement for proxy-related expenses up to $5 million for unsuccessful nominations [10][11].