By Heather Haddon

Cracker Barrel Old Country Store's persistent activist investor is back, pushing to shake up the country-themed restaurant's board following its rebranding fiasco.

Sardar Biglari, who has already run seven proxy contests at the family-dining chain since 2011, and a number of his holding companies are contesting the re-election of Cracker Barrel Chief Executive Julie Felss Masino and director Gilbert Dávila to the company's board.

Biglari, who is also the CEO of rival restaurant chain Steak 'n Shake, is a shareholder in Cracker Barrel through his investment funds. In a securities filing Thursday, Biglari said that he and his associates own 654,141 Cracker Barrel shares, or 2.9% of the company's stock, and are encouraging other investors to vote against the nominees during its November board meeting.

Biglari blamed the company's current challenges on Masino and Dávila, who is CEO of the DMI Consulting multicultural marketing firm and a Cracker Barrel board member since 2020.

"We have shown time and again that the Board and management of Cracker Barrel have made highly dubious decisions at every turn," Biglari wrote.

Cracker Barrel on Thursday referred to a previous statement, saying that Biglari has pursued his proxy contests "for what we believe are purely self-interested reasons."

"Thankfully, our shareholders have consistently rejected his proposals and nominees by overwhelming margins each time," the company said.

Biglari has spent years fighting to get on Cracker Barrel's board and shape its management. His long-running criticism of the chain's spending, strategy and management has been stoked over the past month by the chain's logo change. The company removed the "old timer" -- the man on the restaurant's logo since 1977 -- last month to streamline its branding, but returned him after a criticism.

Biglari has been particularly critical of Masino, who joined the chain in 2023 to try to help it boost customer traffic. Last year, Masino began a three-year plan to modernize Cracker Barrel through store renovations, new menu items and marketing campaigns.

Cracker Barrel last month restored its old logo and has suspended store remodels after pushback from some customers and critics, including President Trump.

The company said during an investor call Wednesday that fallout from the branding uproar has hit customer traffic, and it expects diner counts to remain depressed this year. Masino said she was sticking with other elements of her turnaround plan and remained optimistic.

Cracker Barrel shares fell around 6% in midday trading Thursday.

Cracker Barrel has tried to tamp down on repeated proxy contests, earlier this year amending its bylaws regarding shareholder contests. If a shareholder nominates directors at two separate annual meetings within five years, and fails to win substantial support, Cracker Barrel now requires that shareholder to reimburse the company for proxy-related expenses, up to $5 million.

If a shareholder-nominated board candidate draws little support, that same candidate can't be renominated for two to three years.

Biglari's Thursday filing also called on Cracker Barrel shareholders to strike down those provisions in advisory votes. Cracker Barrel's window for board nominees previously closed, and Biglari didn't suggest alternative board candidates.

Write to Heather Haddon at heather.haddon@wsj.com

(END) Dow Jones Newswires

September 18, 2025 13:26 ET (17:26 GMT)

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