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Cracker Barrel Old Country Store (CBRL) investor relations material
Cracker Barrel Old Country Store Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary17 Nov, 2025
Executive summary
Shareholders are urged to support the Board's 10 recommended nominees and bylaw amendments at the upcoming Annual Meeting, emphasizing the need for stability and experienced leadership to restore momentum seen in fiscal 2025.
The Board highlights the importance of the bylaw amendments to protect against repeated proxy contests and maintain strong corporate governance.
ISS and Glass Lewis, proxy advisory firms, have issued mixed recommendations on director nominees and bylaw amendments, with both supporting the CEO but differing on other directors and some amendments.
The company expresses confidence in its multi-year plan and ongoing efforts to honor its heritage and strengthen guest relationships.
Voting matters and shareholder proposals
Shareholders are asked to vote for all 10 Board nominees, including CEO Julie Masino, Gilbert Dávila, and Jody Bilney, using the "white" proxy card.
Proposals include bylaw amendments designed to prevent serial proxy contest abuse and ensure only in extreme cases are certain restrictions triggered.
Proxy advisory firms ISS and Glass Lewis have made differing recommendations on director elections and bylaw amendments.
Board of directors and corporate governance
The Board stresses the value of retaining all current directors for their skills and expertise, warning that removing them could disrupt progress.
Bylaw amendments include a majority voting standard for uncontested elections and proxy access, with additional provisions for extreme proxy contest situations.
The Board has previously engaged with activist shareholder Sardar Biglari, including appointing his nominees, but continues to face proxy challenges.
What specific shareholder concerns led to bylaw changes?
What critical skills do Dávila and Bilney bring to Board?
What specific progress was made in fiscal 2025?
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Next Cracker Barrel Old Country Store earnings date
Q1 20269 Dec, 2025
Next Cracker Barrel Old Country Store earnings date
Q1 20269 Dec, 2025
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Frequently asked questions
Cracker Barrel Old Country Store, Inc. develops and operates the Cracker Barrel Old Country Store concept in the United States. Its Cracker Barrel stores consist of a restaurant with a gift shop. The company's restaurants serve breakfast, lunch, and dinner. Its gift shops offer various decorative and functional items, such as rocking chairs, holiday and seasonal gifts, toys, apparel, music CDs, cookware, and various other gift items, as well as pies, cornbread mixes, coffee, syrups, pancake mixes, candies, preserves, and other food items.
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