By Heather Haddon

Two leading proxy advisory firms said that Cracker Barrel shareholders should vote against at least one of the chain's board members in the wake of its botched rebranding strategy-though neither called to oust the CEO.

Institutional Shareholder Services and Glass Lewis advised investors to vote against board member Gilbert Dávila during the company's shareholder meeting later this month. Dávila, a longtime marketing and diversity specialist, sits on the chain's Public Responsibility Committee helping to evaluate political and public policy concerns, while overseeing Cracker Barrel's advertising.

Glass Lewis also recommended shareholders vote against board member Jody Bilney, who chairs the company's corporate governance committee. Cracker Barrel earlier this year changed its bylaws governing proxy access, and asked shareholders for an advisory vote on the decision. Glass Lewis said the changes aren't good corporate governance.

Neither proxy firm called for the ouster of CEO Julie Felss Masino, who also serves on Cracker Barrel's board. ISS said removing Masino would create further disruption, but shareholders may need to consider further board change if the company's troubles persist.

Cracker Barrel didn't immediately comment.

Activist shareholder Sardar Biglari-who also owns and runs restaurant chain Steak 'n Shake-is pushing to fire Masino and remove Dávila in his eighth proxy campaign directed at the company. Cracker Barrel updated its bylaws this year to prevent proxy campaigns that bring forth repeat nominees who fail to receive substantial shareholder support. The campaigns have cost the company millions of dollars to defend.

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November 10, 2025 11:21 ET (16:21 GMT)

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