[PX14A6G] CRACKER BARREL OLD COUNTRY STORE, INC SEC Filing

Rhea-AI Filing Summary

Bowyer Research filed a PX14A6G notice urging Cracker Barrel (CBRL) shareholders to vote against Proposals 1 and 2, covering the board of directors’ election and executive compensation. The submission cites concerns with the company’s 2025 rebrand response, strategic and governance focus, reported total shareholder return lag versus peers over five years, and questions about the remodel program’s testing and ROI. The filing states it is a voluntary submission under Rule 14a‑6(g) and that the filer does not beneficially own more than $5 million of the company’s securities.

Notice of Exempt Solicitation

Pursuant to Rule 14a-103 | November 6, 2025

Name of Registrant: Cracker Barrel Old Country Store, Inc.

Name of person relying on exemption: Bowyer Research

Address of person relying on exemption: P.O. Box 120, McKeesport, PA 15135

Written materials are submitted pursuant to Rule 14a-6(g) (1) promulgated under the Securities Exchange Act of 1934. Filer of this notice does not beneficially own more than $5 million of securities in the Registrant company. Submission is not required of this filer under the terms of the Rule but is made voluntarily in the interest of public disclosure and consideration of these important issues.

 

Cracker Barrel Old Country Store, Inc. (CBRL)

Vote NO on Cracker Barrel’s Board of Directors and Executive Compensation

Contact: Gerald Bowyer | jerrybowyer@bowyerresearch.com

 Resolution

Bowyer Research urges Cracker Barrel shareholders to vote AGAINST Proposals 1 and 2, the election¹ and compensation of Cracker Barrel’s Board of Directors.

 Supporting Statement

Cracker Barrel’s 2025 rebrand, centered on the removal of its iconic distinctives, was not a benign design refresh but a costly and poorly conceived initiative that alienated the company’s core customers. Within days of launch, the backlash was overwhelming, forcing Cracker Barrel into a rapid and embarrassing reversal. This episode consumed management’s attention, invited

¹https://investor.crackerbarrel.com/static-files/223f3480-97f4-44a0-8b38-5998bbf8b2c7

political scrutiny from both sides, and seriously damaged the credibility of leadership. What made the debacle particularly troubling was that the backlash to the redesign was entirely predictable. Major investors had explicitly warned that the rebrand was ill-advised, and Cracker Barrel’s brand is built on tradition, not trend.

Yet eschewing tradition for trend-chasing appears to be a much deeper issue for Cracker Barrel In the aftermath of the backlash, the company quietly removed its DEI and Pride web pages and distanced itself from the messaging that had underpinned the rebrand. This reactive cleanup made clear that leadership only acknowledged the reputational risk after the damage had been done. That is reflective of damage control, not sound judgement.

The damage is hardly limited to one rebrand. Cracker Barrel shares have lagged both peers and the broader restaurant industry, with Bowyer Research data indicating continued underperformance over the past 5 years. Cracker Barrel’s TSR has lagged² its peer group during this same time period, and independent analysts have expressed skepticism about management’s strategic direction. The company’s remodel program, launched with very limited testing and unclear ROI, has further strained confidence in its capital discipline. The credibility gap between what management promises and what the market believes continues to widen, which is a serious concern for any shareholder seeking long-term stability.

 Divisive Controversies and Brand Damage

Beyond the brand and performance issues lies a deeper governance problem. Cracker Barrel’s leadership has for years pursued external validation from activist rating systems like the Human Rights Campaign’s Corporate Equality Index.³ These ideological scorecards may win applause from a narrow set of stakeholders, but they do not build shareholder value. Rather, they expose the company to avoidable controversies⁴ while distracting from its core business. This is not a culture-war issue; it is a fiduciary one.

² https://finance.yahoo.com/news/five-loss-cracker-barrel-old-111757974.html

³ https://www.hrc.org/resources/corporations/cracker-barrel-old-country-store-inc.

⁴ https://1792exchange.com/spotlight-reports/corporate-bias-ratings/, https://1792exchange.com/pdf/?c_id=4956

If the company lacks the will to actually make the case for political neutrality, it’s a sign that the company’s learned nothing from this PR fiasco.

 Conclusion

A vote against Cracker Barrel’s board is a vote for fiduciary responsibility. Cracker Barrel needs directors who are laser-focused on core business, execution, and long-term shareholder returns — not those who chase trends, checkboxes, or narratives unrelated to business performance. As Cracker Barrel CEO Masino faces calls for ouster from prominent investors,⁵ and the company faces its position⁶ as a severely underperforming brand in its cohort, this is a moment for shareholders to demand accountability and a board better suited to navigating the company out of this troubled moment.

 Disclosures/Media

The foregoing information may be disseminated to shareholders via telephone, U.S. mail, e-mail, certain websites and certain social media venues, and should not be construed as investment advice or as a solicitation of authority to vote your proxy. The cost of disseminating the foregoing information to shareholders is being borne entirely by the filers.

The information contained herein has been prepared from sources believed reliable but is not guaranteed by us as to its timeliness or accuracy, and is not a complete summary or statement of all available data. This piece is for informational purposes and should not be construed as a research report. Bowyer Research is not able to vote your proxies, nor does this communication contemplate such an event. Proxy cards will not be accepted by us. Please do not send your proxy to us. To vote your proxy, please follow the instructions on your proxy card.

For questions, please contact Gerald Bowyer, president of Bowyer Research, via email at jerrybowyer@bowyerresearch.com.

⁵https://investor.crackerbarrel.com/static-files/0c59021f-9c55-4e8a-b0f1-19869898c7d0

⁶https://www.wsj.com/business/earnings/crackerbarrel-earnings-q4-2025-cbrl-stock-58969e38?

FAQ

What does Bowyer Research recommend for CBRL shareholders?

They urge a NO vote on Proposals 1 and 2 (board election and executive compensation).

Which filing type did Bowyer Research submit for CBRL?

A PX14A6G notice of exempt solicitation under Rule 14a‑103.

Who is making the recommendation and how can they be contacted?

The recommendation is from Bowyer Research; contact Gerald Bowyer at jerrybowyer@bowyerresearch.com.

What reasons are cited for opposing Proposals 1 and 2?

They cite concerns about the 2025 rebrand response, strategy and governance focus, TSR lag versus peers over five years, and the remodel program’s testing/ROI.

Does the filer hold a large stake in CBRL?

The notice states the filer does not beneficially own more than $5 million of CBRL securities.

Is this a proxy card or a vote solicitation by Bowyer Research?

No. The notice says it is not a proxy card and does not solicit authority to vote; shareholders should vote using their own proxy materials.

How will this information be shared with shareholders?

The notice may be disseminated via telephone, U.S. mail, e-mail, websites, and social media.