Cracker Barrel CEO survives ouster attempt, board shrinks

Core Insights - The ongoing proxy fight between Sardar Biglari and Cracker Barrel's CEO Julie Masino marks Biglari's eighth attempt in 15 years to influence the company's board [3] - Biglari criticized Masino for the negative consumer response to recent branding changes and described her management style as detrimental [3] - Following the election, the board size was reduced from 10 to 9 members, with Masino remaining but Dávila not being re-elected [3][7] Company Bylaw Changes - Shareholders approved a new ineligibility provision that prevents the renomination of directors who fail to secure at least 20% of the vote for three years, or for two years if they receive between 20% and 25% [5] - A second bylaw change imposes financial penalties on shareholders who nominate directors that fail to achieve 25% of the vote in two meetings within five years, potentially costing them up to $5 million in company expenses [6] Board Composition - The board now consists of nine directors, all of whom were endorsed by the company prior to the election [7] - Dávila's departure was influenced by opposition from Biglari and two proxy advisory firms, which recommended voting against him but supported Masino [7]