Cracker Barrel Shareholders Show Strong Support for the Company's Director Nominees and Bylaw Amendments, Per Preliminary Results

Rhea-AI Summary

Cracker Barrel (Nasdaq: CBRL) reported preliminary results from its Nov 20, 2025 Annual Meeting: shareholders elected 9 of 10 board nominees, including CEO Julie Masino, and supported all other proposals.

Independent director Gilbert Dávila resigned and the Board size was reduced from 10 to 9. Shareholders approved amendments to the company's bylaws, an amendment to the Omnibus Incentive Plan, and executive compensation proposals. Results are preliminary and will be certified by the independent Inspector of Elections; final results will be filed on a Form 8-K.

Positive

• 9 of 10 board nominees elected at the 2025 Annual Meeting
• Shareholder approval of bylaw amendments adopted by the Board
• Shareholder approval of the Omnibus Incentive Plan amendment and executive compensation plans

Negative

• One company-recommended director was not elected
• Independent director Gilbert Dávila resigned, reducing Board size to 9
• Results are preliminary pending certification by the Inspector of Elections

Insights

Corporate Governance Strategist

Shareholders largely backed management and board-led bylaw changes, leaving a smaller board after one resignation.

Bold governance actions—including election of 9 of 10 nominees and shareholder approval of bylaw amendments—reduce immediate proxy contest pressure and affirm current board composition under Cracker Barrel. The resignation of Gilbert Dávila and the board size reduction to nine are concrete changes to board structure.

Key dependencies include final certification of the preliminary vote by the independent Inspector of Elections and the operational effect of the bylaw amendments over time. Watch for the Form 8-K filing with final tallies and any amended bylaws text; these items should appear shortly after the certification (Nov. 20, 2025 timeframe noted). The near-term horizon for governance clarity is days to weeks, pending certification and filing.

Compensation and Proxy-Contest Analyst

Shareholder approval of compensation plan amendments and bylaw changes signals support for management’s governance and pay framework.

Affirmation of the Omnibus Incentive Plan and executive compensation measures implies shareholder tolerance for the company’s pay design and incentive structures as presented. Approval also removes an immediate barrier to executing incentive-related actions tied to the board’s strategy.

Key risks include any subsequent challenges to the bylaw language or future activist actions; monitor the final Form 8-K for exact vote counts and the finalized amendment language, and track any related disclosures over the next few weeks as the Inspector of Elections certifies results.

LEBANON, Tenn., Nov. 20, 2025 /PRNewswire/ -- Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) today announced that the preliminary vote count from the Company's proxy solicitor indicates that its shareholders have voted to elect 9 of 10 of the Company's nominees to the Company's Board of Directors (the "Board") at the 2025 Annual Meeting of Shareholders ("Annual Meeting"), including: Julie Masino, Cracker Barrel's Chief Executive Officer, along with independent directors Carl Berquist, Jody Bilney, Stephen Bramlage, John Garratt, Michael Goodwin, Cheryl Henry, Gisel Ruiz, and Darryl "Chip" Wade. In conjunction with the announcement of the preliminary results, independent director Gilbert Dávila resigned from the Board, and the Board has reduced its size from 10 directors to 9 directors.

The preliminary voting also indicated that shareholders supported the Company by voting in favor of all of the other proposals submitted for a vote at the Annual Meeting, including all of the various amendments to the Company's bylaws previously adopted by the Board, the amendment to the Company's Omnibus Incentive Plan and the Company's executive compensation plans and practices.

The Cracker Barrel Board issued the following statement:

The Board and leadership team are honored to be trusted with the responsibility of stewarding Cracker Barrel and we take seriously the trust our shareholders and guests have placed in us.

We thank our shareholders for their strong show of support today, electing 9 of 10 of the Company's recommended director nominees, including the Company's CEO, Julie Masino, and voting for every other proposal we put forth.

We are pleased that our shareholders have supported the bylaw amendments that our Board adopted in response to shareholder feedback during last year's proxy contest with Biglari Capital.  We believe this support recognizes that the amendments preserve our shareholders' ability to nominate and vote for directors of their choosing, while protecting them from the serial abuse of the proxy system of the sort we and they have faced for the last fifteen years. 

Finally, we also thank outgoing independent director, Gilbert Dávila, who has been a valued member of the Board through his five years of service to Cracker Barrel. Over that time, Gilbert helped oversee the formation of our strategic plan and led our Compensation Committee with skill and dedication. We are grateful for his many contributions.

Our Board and leadership team have great appreciation for Cracker Barrel's place as the front porch of America and home to some of our country's greatest attributes: family, hard work, scratch-made meals, and country hospitality. We are more focused than ever on delivering high-quality food and experiences to our guests while staying true to the heritage that makes Cracker Barrel so special, ensuring we are here to welcome families around our table for generations to come. As always, we are committed to returning the Company to growth and enhancing value for our shareholders.

The results announced today are considered preliminary until final results are tabulated and certified by the independent Inspector of Elections. Cracker Barrel will report final results on a Form 8-K that will be filed with the Securities and Exchange Commission.

Forward-Looking Statements
Except for specific historical information, certain of the matters discussed in this press release may express or imply projections of items such as revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These and similar statements regarding events or results that Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") expects will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual results and performance of the Company to differ materially from those expressed or implied by such forward-looking statements. All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "trends," "assumptions," "target," "guidance," "outlook," "opportunity," "future," "plans," "goals," "objectives," "expectations," "near-term," "long-term," "projection," "may," "will," "would," "could," "expect," "intend," "estimate," "anticipate," "believe," "potential," "regular," "should," "projects," "forecasts," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.

The Company believes the assumptions underlying any forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may differ materially from those projected in or implied by the forward-looking statements. In addition to the risks of ordinary business operations, factors and risks that may result in actual results differing from this forward-looking information include, but are not limited to risks and uncertainties associated with inflationary conditions with respect to the price of commodities, ingredients, transportation, distribution and labor; disruptions to the Company's restaurant or retail supply chain; effects of changes in international, national, regional and local economic and market conditions (such as the imposition of trade barriers or other changes in trade policy) on the Company's business; the Company's ability to manage retail inventory and merchandise mix; the Company's ability to sustain, or the effects of plans intended to improve, operational or marketing execution and performance, including the Company's multi-year strategic plan; the effects of increased competition at the Company's locations on sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumer health or dietary trends or safety aspects of the Company's food or products or those of the restaurant industry in general, including concerns about outbreaks of infectious disease; the effects of the Company's indebtedness and associated restrictions on the Company's financial and operating flexibility and ability to execute or pursue the Company's operating plans and objectives; changes in interest rates, increases in borrowed capital or capital market conditions affecting the Company's financing costs and ability to refinance the Company's indebtedness, in whole or in part; the Company's reliance on a single distribution facility and certain significant vendors, particularly for foreign-sourced retail products; information technology disruptions and data privacy and information security breaches, whether as a result of infrastructure failures, employee or vendor errors, or actions of third parties; the Company's compliance with privacy and data protection laws; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future or threatened litigation or governmental investigations; the Company's ability to manage the impact of negative social media attention and the costs and effects of negative publicity; the impact of activist shareholders; the Company's ability to achieve aspirations, goals and projections related to its environmental, social and governance initiatives; the Company's ability to enter successfully into new geographic markets that may be less familiar to it; changes in land, building materials and construction costs; the availability and cost of suitable sites for restaurant development and the Company's ability to identify those sites; the Company's ability to retain key personnel; the ability of and cost to the Company to recruit, train, and retain qualified hourly and management employees; uncertain performance of acquired businesses, strategic investments and other initiatives that the Company may pursue from time to time; the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; general or regional economic weakness, business and societal conditions and the weather impact on sales and customer travel; discretionary income or personal expenditure activity of the Company's customers; implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America ("GAAP"), and other factors described from time to time in the Company's filings with the Securities and Exchange Commission (the "SEC"), press releases, and other communications. Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which made. The Company expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

About Cracker Barrel Old Country Store®
Cracker Barrel Old Country Store, Inc. – rooted in a rich legacy of warmth, generosity, and tradition – is on a mission to bring the goodness of country hospitality to life. Since 1969, when the first store opened in Lebanon, Tenn., Cracker Barrel has been serving up abundant portions of craveable homestyle food and offering one-of-a-kind retail finds. With approximately 660 company-owned Cracker Barrel Old Country Store® locations in 43 states, and ownership of the fast-casual Maple Street Biscuit Company, the brand continues to honor its heritage while welcoming everyone with more than a meal. For more information, visit CrackerBarrel.com.

Investor Contact:
Adam Hanan
(615) 443-9887

Okapi Partners LLC
(855) 208-8902

Media Contact:
Heidi Pearce
(615) 235-4135

Leigh Parrish, Tim Lynch
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/cracker-barrel-shareholders-show-strong-support-for-the-companys-director-nominees-and-bylaw-amendments-per-preliminary-results-302621983.html

SOURCE Cracker Barrel Old Country Store, Inc.

FAQ

What were the preliminary Nov 20, 2025 election results for Cracker Barrel (CBRL)?

Preliminary results indicate shareholders elected 9 of 10 company nominees, including CEO Julie Masino; results remain subject to final certification.

Did Cracker Barrel shareholders approve the bylaw amendments at the Nov 20, 2025 meeting?

Yes, shareholders voted in favor of all proposed bylaw amendments that the Board had adopted.

What corporate governance change occurred after Cracker Barrel's 2025 annual meeting?

Independent director Gilbert Dávila resigned and the Board was reduced from 10 to 9 directors.

Were executive compensation changes approved for Cracker Barrel (CBRL) on Nov 20, 2025?

Yes, shareholders approved amendments to the company's Omnibus Incentive Plan and voted for the company's executive compensation proposals.

When will Cracker Barrel (CBRL) report final certified voting results?

Final results will be reported when certified by the independent Inspector of Elections and filed on a Form 8-K.