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SAN ANTONIO - Leading proxy advisory firms Glass Lewis and ISS have recommended that Cracker Barrel Old Country Store, Inc. (NASDAQ:CBRL) shareholders vote against one or more incumbent board nominees at the upcoming November 20 annual meeting, according to a press release from Biglari Capital Corp. The recommendations come as the restaurant chain trades near its 52-week low of $30.56, with shares currently at $31.76.
Glass Lewis specifically recommended voting against directors Gilbert Dávila for "faulty" board-level marketing expertise and Jody Bilney for supporting "arbitrary" and "regressive" bylaw amendments. The advisory firm characterized Cracker Barrel's recent bylaw revisions as "misaligned with basic standards of corporate governance" and "exceptionally clumsy."
ISS recommended shareholders vote against Dávila, noting the board "cannot separate itself" from the company's controversial logo change earlier this year. The advisory firm highlighted that "total shareholder return has been disappointing since the CEO transition, and over the past one, three, and five years." InvestingPro data confirms this assessment, showing Cracker Barrel's stock has fallen 30.06% over the past year and 38.65% year-to-date.
A third advisory firm, Egan-Jones, went further by recommending votes against CEO Julie Masino, Chairman Carl Berquist, and directors Dávila, Gisel Ruiz, and Darryl Wade, citing "lagging TSR, financial underperformance, operational challenges, and management and strategy execution failures." Despite these challenges, InvestingPro data shows the company remains profitable with a P/E ratio of 15.48 and has maintained dividend payments for 44 consecutive years, currently yielding 3.15%.
The recommendations follow what Glass Lewis called a "near-peerless disaster in modern retail" regarding Cracker Barrel's rebranding initiative, which triggered "negative media coverage, customer blowback" and even "commentary directly from the President of the United States."
Glass Lewis noted that between August 18 and November 3, 2025, Cracker Barrel stock lost 46.6% on a dividend-adjusted basis, compared to a 13.5% decline for peers and a 17.0% drop in the S&P 400 Restaurants index.
The annual meeting comes amid an ongoing proxy contest with Biglari Capital, which has been critical of the company's performance and governance practices.
The information in this article is based on statements from a press release.
In other recent news, Cracker Barrel Old Country Store Inc. has seen several significant developments. The company reported improved fourth-quarter sales, although customer traffic decreased by approximately 1%. Notably, traffic saw a sharp decline of about 8% following a logo change on August 19, which has been a point of controversy. In response to these results and fiscal 2026 guidance, UBS lowered its price target for Cracker Barrel to $48.00, maintaining a Neutral rating. Similarly, Piper Sandler reduced its price target to $49.00, citing concerns over traffic, despite a same-store sales growth of 5.4%. BofA Securities also cut its price target to $42.00, maintaining an Underperform rating due to a reduced EBITDA outlook for fiscal 2026, now projected at $150-190 million. In terms of leadership, Cracker Barrel announced organizational changes aimed at enhancing food quality, with Doug Hisel promoted to Senior Vice President of Store Operations. Meanwhile, proxy advisory firm Egan-Jones recommended shareholders vote against the election of five incumbent directors, highlighting a 70% decline in total shareholder return since early 2020.
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