1969: Cracker Barrel opened first restaurant in Lebanon, Tenn.
The company says:
CRACKER BARREL FOUNDATION
Since 1969, Pleasing People has been our mission. It drives our passion for serving and caring for people in the neighborhoods where we do business by donating to worthy nonprofits that help provide comfort to those in need.
The Cracker Barrel Old Country Store Foundation supports a number of nonprofit organizations and programs, awarding millions of dollars over 25 years and counting.
It was in 1969, just two months after the Stonewall riots. Cracker Barrel culture is deep in nostalgia, extremely old-fashioned. It has since grown to 670 locations nationwide, 3 billion dollars in annual sales, more than 76,000 employees. To better understand the stigma with Cracker Barrel and the LGBT community, let's look back at where I believe the disconnect started.
Future Cracker Barrel executive Steve Smotherman later said:
In 1991, while the AIDS pandemic was at its height, the company instituted a policy that became famous and infamous. The memo of the policy stated, “Cracker Barrel is founded upon a concept of traditional American values, quality in all we do, and a philosophy of a 100% guest satisfaction. It is inconsistent with our concept and values and is perceived to be inconsistent with those of the customer base, to continue to employ individuals in our operating units whose sexual preferences fail to demonstrate normal heterosexual values which have been the foundation of families in our society.” As a result, eleven long-standing employees were fired and their termination paperwork clearly stated the reason for their termination “Employee is gay.”
He added:
It made national headlines including CNN and the New York Times. The terminated employees appeared on Oprah Winfrey, 20/20, Larry King, and other national television shows. Again this was 1991. The backlash was so inescapable and they only kept the policy for six weeks. It wasnt until 2001 that the company added the sexual orientation in the anti-discrimination policy under pressure from its investors.
1996: Cracker Barrel Old Country Store Foundation established
Lebanon, TN
Tax-exempt since Feb. 1996
EIN: 62-1577717
2002: Human Rights Campaign launched Corporate Equality Index
Cracker Barrel was originally given a score of zero when the CEI debuted in 2002. Later that year, the franchise added "sexual orientation" to its list of characteristics protected by its employment discrimination policy. Over time, Cracker Barrel’s score increased. It achieved a score of 80 in 2021 after it had taken some high-profile pro-LGBT stands.
In 2005, I joined Cracker Barrel, a restaurant/retail company that is nostalgic and values old-fashioned sensibilities. It did not have a good reputation with the LGBTQ community and I hesitated when I had this career opportunity. As a gay man, when you apply for a place to work, the first thing you research is if you will be welcomed, because once you come out, there is no turning back!
He said:
…For more than ten years of my time at Cracker Barrel, I had an emphasis on Diversity & Inclusion, especially with LGBTQ workplace inclusion. My training background allowed me to understand the steps of adult learning, facilitate difficult conversations and be effective at it Diversity & Inclusion content.
The story of Cracker Barrel’s transformation from an exclusionary workplace to one that actively embraces LGBTQ+ inclusion is deeply intertwined with the leadership of Steve Smotherman, a queer business executive and diversity advocate. Smotherman, who joined Cracker Barrel in 2005, navigated and helped steer the restaurant chain through a period of significant cultural change—one that is newly relevant as corporations grapple with the future of DEI programs in today’s contentious social climate .
Cracker Barrel’s history with the LGBTQ+ community was once marked by exclusion. In 1991, the company imposed a policy mandating “normal heterosexual values,” resulting in the termination of at least 11 employees based on their sexual orientation and sparking nationwide boycotts and protests . This reputation made Smotherman initially hesitant to join the company, as he later reflected on the challenges of entering a workplace with a problematic legacy for queer employees.
However, over his fifteen-year tenure, Smotherman became a driving force for change. Drawing on his background in adult learning and corporate training, he facilitated difficult conversations and developed content centered on diversity and inclusion. Smotherman spearheaded the creation of an LGBTQ employee resource group—the first of its kind at Cracker Barrel—giving queer employees a platform for advocacy and visibility .
Principal officer: Amy Hurley, 305 Hartmann Drive, Lebanon, Tenn. 37087
Mission: “TO ASSIST EMPLOYEES FACING FINANCIAL CHALLENGES CREATED BY AN UNEXPECTED DISASTER.”
Revenues 2024: $663,892
Statement of Program Service Accomplishments: “DURING 2024, THE ORGANIZATION PROVIDED FINANCIAL SUPPORT TO 976 EMPLOYEES OF CRACKER BARREL OLD COUNTRY STORE, INC. AND ITS ELIGIBLE SUBSIDIARIES, AFFILIATES AND RELATED COMPANIES TO HELP COVER COSTS RESULTING FROM UNEXPECTED DISASTERS, INCLUDING: NATURAL DISASTERS, MEDICAL SITUATIONS, COVID, INTIMATE PARTNER VIOLENCE AND THE LOSS OF A LOVED ONE.”
In 2009, I was a founding member and led the LGBT Alliance, an Employee Resource Group, promoting LGBTQ awareness and building workplace inclusion.
He added:
I was a founding member of the LGBT Alliance, and led the Employee Resource Group for more than ten years. Creating an ERG was not so unique in the corporate world, but for Cracker Barrel it was monumental. Cracker Barrel had a Women’s ERG and an African-American ERG. We started the LGBT ERG with six people. Employee Resource Groups or Business Resource Groups help minorities to have a substantial representation, a voice and a seat at the table.
He said:
We had four objectives to guide our ERGs work:
Development - To provide a network that supports that supports the professional development of Lesbian, Gay, Bisexual, and Transgender employees and their Allies
Education - To serve as a resource and point of contact for its members, those seeking or considering employment with the Company, and for other interested individuals or groups
Recruitment - To serve as a resource and point of contact for its members, those seeking or considering employment with the Company, and for other interested individuals or groups
Outreach - Strengthen Cracker Barrel’s relationship with the LGBT community
FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION
UNITED STATES OF AMERICA, Plaintiff, v. CRACKER BARREL OLD COUNTRY STORE, INC., Defendant.
CIV. NO.
CONSENT ORDER
INTRODUCTION
1. This Consent Order (“Order”) resolves the Complaint filed by Plaintiff United States against Defendant Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or “Defendant”), which alleges that Cracker Barrel has violated Title II of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000a et seq.
About 2010: Steve Smotherman joins Human Rights Campaign Council
July 13, 2011: EnhanceCrackerBarrel.com gets purchased
LEBANON, Tenn.--(BUSINESS WIRE)-- Cracker Barrel Old Country Store recently shook hands over a freshly signed contract with their new advertising agency of record Euro RSCG Chicago. Euro RSCG Worldwide is the largest unit of Havas, a world leader in communications and one of the largest integrated marketing communications agencies in the world. Euro RSCG Chicago succeeds The Buntin Group, the Nashville agency that had handled the account for the past six years. Buntin Out-of-Home Media will continue to handle outdoor buying, planning, and day-to-day operations for Cracker Barrel.
"Everything about Cracker Barrel is authentic from biscuits to the décor and that makes the brand extremely attractive from a creative point of view," said Joy Schwartz, President of Euro RSCG Chicago. "Both the restaurant and the retail aspects of Cracker Barrel provide many layers on which to build a genuinely integrated marketing plan."
"We think Euro RSCG Chicago's disciplined approach and depth of knowledge about our brand will enable us to take our marketing program to the next level," said Chris Ciavarra, Cracker Barrel Senior Vice President of Marketing. "Their strategic insight and creativity are a great fit for our business and will enhance our already strong traditional marketing efforts."
Euro RSCG Chicago, an agency for major national brands including Citigroup, Sprint, Sears Holdings Corporation and Groupon, will handle advertising, media, digital, in-store and promotions duties for Cracker Barrel.
Oct. 24, 2013, 11:11 AM ET: Biglari Capital Corp. proposes dividend action
SAN ANTONIO, Sept. 15, 2020 /PRNewswire/ -- Biglari Capital Corp. today issued the following letter to shareholders of Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL). See below for the shareholder letter in its original form.
April 9, 2016: 2016 LGBT+ College Conference Detailed Schedule
SESSION III – BEING AN EFFECTIVE ALLY Strategy Session
Student Union Building, Ballroom A/B
Whether it is the workplace or the classroom, LGBT+ people need to feel safe and included. Allies play a significant role in helping LGBT+ people feel both. This workshop was designed and used by Cracker Barrel’s LGBT Alliance to educate and support our membership, especially allies. It will share why allies are important and how to be a good ally. It will also provide some “Equality Guideposts” as well as easy to follow “Step By Step” instructions, including the importance of support when coming out as an ally. Resources for allies to use will be provided.
Led by: Matt Lively, Project Manager Product Development, Cracker Barrel (and Director of Community Outreach for Cracker Barrel’s LGBT Alliance), matt.lively@crackerbarrel.com; Jane Horne, Corporate Communications Coordinator, Cracker Barrel (and MTSU alumnus)
June 24-25, 2017 — Won Nashville LGBTQ award
Cracker Barrel LGBT Alliance Nashville Pride 2017, June 24-25, 2017
In 1991, Tennessee-based Cracker Barrel made no bones about why it fired gay and lesbian workers, saying in a company memo that the firm's "traditional American values" could not co-exist with those "whose sexual preference fails to demonstrate normal heterosexual values which have been the foundation of families in our society."
This year, the restaurant and gift shop is a corporate partner at the Out & Equal Summit, an annual meeting of companies and organizations seeking to promote workplace equality for lesbian, gay, bisexual and transgender people. And putting its money where American consumers' mouths are, the company handed out coupons offering a 35 percent discount on all online purchases into December, but only if buyers enter "EQUAL35" in the promo code line.
Oct. 5, 2018: “Out and Equal” gave Cracker Barrel award
Congratulations to the LGBT Alliance at Cracker Barrel Old Country Store for receiving the LGBTQ ERG of the Year Award! We are so proud to see all the progress you have been making in a more difficult part of the U.S. and can’t wait to see what you do next!
In 2019, the restaurant chain barred a pastor from hosting an event at one of its 660 locations after he preached that homosexuals were "freaks" and "animals" who are "worthy of death" in a sermon.
2020 — Smotherman left to start consulting group
Beck Bailey did training at Cracker Barrel on “He, She, They”
For over twenty-five years, Gilbert Dávila has led some of America’s top blue chip companies in their general and multicultural marketing and strategies, and business development efforts. His comprehensive executive experience in all aspects of marketing, brand management, strategic planning, digital transformation, segmentation and customer relationship management helped companies like Procter & Gamble, Coca Cola USA, Sears, Roebuck and Company, and The Walt Disney Company increase their revenue by targeting new and growing demographics. Dávila is widely recognized by corporate executives, industry leaders, and agencies alike for his multicultural market knowledge and his proven track record on how to best embed a multicultural perspective into a corporation’s entire operation. His years of corporate experience as a marketing executive have also provided him with experience in all media placement, advertising, and special events planning; he is highly skilled in high-level sponsorship acquisition, contract negotiations, and both internal and external conflict resolution.
President & CEO, Dávila Multicultural Insights, May 2010 - Present · 15 yrs 4 mos, Greater Los Angeles Area
Dávila Multicultural Insights (DMI) is a consulting company specializing in providing strategic guidance and opportunities to corporations on Multicultural Marketing and Business Development. Through a 360 degree approach, consumer insights, research and assessment, strategic planning, segmentation, digital transformation, relationships in the marketplace, and statistical data, DMI helps agencies and corporations capitalize on business opportunities in the rapidly growing multicultural marketplace.
DMI has a deep understanding of the evolution of multicultural organizational structures, marketing and merchandising efforts and successful communications programs; hence, we provide clients with multiple options to reach multicultural audiences in order to increase revenue, while raising brand awareness and affinity.Dávila Multicultural Insights (DMI) is a consulting company specializing in providing strategic guidance and opportunities to corporations on Multicultural Marketing and Business Development. Through a 360 degree approach, consumer insights, research and assessment, strategic planning, segmentation, digital transformation, relationships in the marketplace, and statistical data, DMI helps agencies and corporations capitalize on business opportunities in the rapidly growing multicultural marketplace. DMI has a deep understanding of the evolution of multicultural organizational structures, marketing and merchandising efforts and successful communications programs; hence, we provide clients with multiple options to reach multicultural audiences in order to increase revenue, while raising brand awareness and affinity.
Member Board Of Directors, Banner Health Banner Health, May 2007 - Present · 18 yrs 4 mos, Phoenix, Arizona
Member Board Of Directors, Cracker BarrelCracker Barrel, Jul 2020 - Present · 5 yrs 2 mos Jul 2020 to Present, Nashville, Tennessee
Vice President, Multicultural Marketing and Global Diversity, The Walt Disney Company, May 2003 - May 2010 · 7 yrs 1 mo, Greater Los Angeles Area
Sears, Roebuck and Co., Jul 1995 - May 2003 · 7 yrs 11 mos, Vice President, Multicultural Management, Hoffman Estates, IL
The Coca-Cola Company, 1990 - 1995, Director of Marketing, 5 yrs, North East Region
Procter & Gamble, Region Manager, 1985 - 1990 · 5 yrs, North East Region
Sept. 15, 2020: Biglari Capital Corp. issues shareholder letter
SAN ANTONIO, Sept. 15, 2020 /PRNewswire/ -- Biglari Capital Corp. today issued the following letter to shareholders of Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL). See below for the shareholder letter in its original form.
Oct. 1, 2020: Cracker Barrel CEO warns investors about Biglari
Letter to investors from Sandra B. Cochran, President and Chief Executive Officer:
We Believe Mr. Biglari's Ideas are not Credible and his Nominee Will Not Enhance our Board
Despite our solid performance and strong corporate governance, Mr. Biglari, a shareholder who we believe has his own agenda, will, together with entities he controls, be sending you a proxy statement claiming that we should abandon our established Board enhancement process and instead elect his nominee – Raymond Barbrick – as a director. We strongly disagree, and we urge you to discard the Biglari proxy statement and gold voting card.
As an initial observation, we do not believe Mr. Biglari's views are credible given his long-term track record of lagging performance and problematic governance practices at his own company. After having sold off more than half his interest in Cracker Barrel during the past two years, we believe that Mr. Biglari is now trying, for the fifth time in ten years, to use a proxy contest to advance his own interests. Prior to investing in Cracker Barrel, Mr. Biglari used a proxy contest as his first step in taking control of another company with a proud history, Steak 'n Shake, without paying a customary "control premium" to that company's other shareholders. He then renamed the company after himself (Biglari Holdings), licensed his own name for a royalty to Steak 'n Shake (Steak 'n Shake…by Biglari) and proceeded to oversee the destruction of tremendous shareholder value. Prior to the onset of the pandemic, Biglari Holdings' 10-year TSR3 was a NEGATIVE (61%), in contrast to Cracker Barrel's 520% over the same period. As further evidence of destroyed value, the market value of Biglari Holdings is worth significantly less than the combined net asset value of the businesses it holds.4
We consider the deterioration of Steak 'n Shake, a brand that once held a storied place in American restaurant history, to be a cautionary tale of poor capital allocation, underinvestment, lack of strategic vision, subpar leadership, and lost brand identity. Even prior to the pandemic, during calendar year 2019, the restaurant operations of Biglari Holdings experienced same-store sales declines of 6.9%, while customer traffic plummeted by 11.2%.
Despite our concerns regarding Mr. Biglari's track record, his judgment, and his last-minute nomination of Mr. Barbrick, our Board resolved to fully consider Mr. Barbrick as a potential director in keeping with its duties. It did so even though our Board had already identified Gisel Ruiz several months earlier as an outstanding candidate with deep operational and human resources experience as a Walmart senior executive, substantive knowledge of the Cracker Barrel brand, and valuable insights into critical issues of corporate culture, diversity and inclusion.
We engaged a nationally recognized third-party recruiting firm to help our Board assess Mr. Barbrick. They reviewed his background, spoke with third parties who had worked with him, and interviewed him at length. After completing their review, the firm reported that they did not believe Mr. Barbrick to be sufficiently experienced or differentiated to add value to our Board when compared to our existing directors or other potentially available candidates. Despite his career in the restaurant industry, the firm questioned various aspects of Mr. Barbrick's profile, including the relevancy of his experience over the last thirteen years as an executive in a middle-market company that operates hotels and restaurants as a franchisee and that had largely exited the casual dining segment in which Cracker Barrel operates. They also questioned his track record and his lack of meaningful public company or board experience. Notwithstanding this assessment, three of our independent directors, including two members of our Nominating and Governance Committee(one of whom is also the independent Chairman of our Board), substantively interviewed Mr. Barbrick about his professional experience and skills, his understanding of public company boards and governance, and his knowledge about Cracker Barrel. Based on the findings of these directors and the report of the third-party recruiting firm, our Nominating and Governance Committee unanimously determined that Mr. Barbrick would not contribute meaningful additive experience, skills, or ideas to our Board, most particularly in the very areas where Mr. Biglari claims we need him most – capital allocation, strategy, brand focus, and generating and returning capital to shareholders.
Following this thorough review, our Board unanimously declined to appoint Mr. Barbrick as a director and unanimously recommends that you reject his nomination by Mr. Biglari. Please support your strong current Board and preserve your investment in Cracker Barrel, by voting the WHITE proxy card included in this mailing for the upcoming 2020 Annual Meeting of Shareholders.
Through a year marked by a global pandemic, Cracker Barrel took the right steps in fiscal 2020 to position the Company for long-term success as our country and economy continue to navigate toward better times. While we still face tremendous uncertainty and challenges in fiscal 2021, because of the actions we have taken and the Board we have continued to build, I firmly believe that we are entering the year positioned to continue delivering substantial value to our shareholders into the future.
Mr. Biglari is correct about one thing – Cracker Barrel is one of the greatest restaurant concepts ever created. However, what I believe Mr. Biglari has never understood, but I believe you do, is that it isn't just "the concept" that makes Cracker Barrel so valuable. It's the people, the culture, the execution, and our collective commitment to consistently delivering an outstanding employee and guest experience that allow us to deliver our shareholder returns. Never before has this been more apparent to me than after the year we've just had.
Oct. 8, 2020: Biglari issues letter to shareholders
SAN ANTONIO, Oct. 8, 2020 /PRNewswire/ -- Biglari Capital Corp., today issued the following letter to shareholders of Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL). See below for the shareholder letter in its original form.
Thirteen years ago, when then-29-year-old hedge fund manager Sardar Biglari began scooping up shares of Indianapolis-based Steak n Shake, he was able to make a credible case that he could be the struggling chain’s savior.
After all, Biglari had hit pay dirt by selling his internet service provider at the height of the dot-com boom, and he’d rung up impressive returns as an activist investor, loading up on shares of ailing businesses and then pushing for big changes.
But it’s tougher to throw stones when you live in a glass house, as the saying goes—a reality Biglari is experiencing as he pushes for reforms at Cracker Barrel Old Country Store even as Steak n Shake teeters.
Ouch! Biglari—who as a matter of policy does not speak to the press—did not respond to a request for comment. But in his own letter to Cracker Barrel shareholders, he is just as harsh about Cracker Barrel’s leadership—especially its July 2019 decision to invest $133 million in the bar-and-entertainment-chain Punch Bowl Social.
When the pandemic hit in March, Cracker Barrel opted not to rescue the chain and instead wrote off its entire investment.
Biglari, who serves as chairman and CEO of Biglari Holdings, said the Punch Bowl Social investment was a horrific idea from the start, given that the business model is totally different from that of Cracker Barrel, which he called a great brand with additional growth potential.
But walking away from the Denver-based entertainment chain “at the most inopportune time—when the business world was frozen” compounded the error, Biglari said. He noted that the board made the decision just days before Congress unleashed billions of dollars in business aid by passing the CARES Act.
“Cracker Barrel’s investment in an unproven bar concept will go down as one of the worst business blunders in the annals of restaurant history,” Biglari wrote in his Sept. 15 letter to shareholders.
“It is unconscionable that an astonishing 50% of Cracker Barrel’s 2019 pre-tax earnings were destroyed by this single investment,” he added.
In her letter, Cochran said the board’s decisive action saved the company from even larger losses.
“Because Punch Bowl Social is a large-scale concept whose revenues are driven by large in-person social gatherings and corporate events, its business was devastated by the pandemic,” she said.
“Given this reality, it became clear to us that Punch Bowl would require significant management attention and millions of dollars of capital, above and beyond any funds available under the CARES Act, just to survive.”
Punch Bowl closed its 20 U.S. locations in mid-March, including its outpost at Circle Centre. According to its website, Punch Bowl later reopened eight, with another eight—including the Indianapolis restaurant—pegged to reopen “soon.”
The proxy battle will come to a head at the Cracker Barrel annual meeting on Nov. 19. Cracker Barrel’s board is recommending against the election of Barbrick and is instead backing Gisel Ruiz, who recently wrapped up a 26-year career with Walmart Inc. that included a stint as chief operating officer of Sam’s Club.
This is the fourth time in a decade that Biglari has launched a proxy fight to win one or more Cracker Barrel board seats, citing what he deemed misguided board and management decisions.
He’s lost every time—even though at one point Biglari Holdings controlled 20% of the shares. In the early battles, he also could point to the sterling performance of Steak n Shake, which racked up a miraculous 29 straight quarters of same-store sales gains before starting to sputter in 2016 and then sliding into a nosedive.
Steak n Shake hit bottom in the first quarter of this year, losing $10.9 million after suffering a total of $29.3 million in losses over the prior two years.
In the second quarter, Biglari narrowed the loss to just $1.1 million—in part by shrinking the chain, which now has 520 locations, 103 of which were temporarily closed as of June 30. But he still faces steep challenges, including a $154 million Steak n Shake loan that comes due in March.
If all those woes have humbled Biglari, there is no sign of it in his letter to Cracker Barrel shareholders or other public statements.
As he told his own shareholders in his annual chairman’s letter in February 2019, “Much in the way an art museum counts Matisse and Picasso among its collection, Biglari Holdings counts an insurance company and a restaurant chain among its holdings.
“We continually seek the economic equivalents of Renoirs, Cezannes, and Rembrandts. Our economic museum enables us to assemble the best pieces, just as an art collector selects masterworks.”
The entrepreneur, whose Biglari Holdings Inc. owns 8.7% of Tennessee-based Cracker Barrel, launched a proxy battle in August to secure a Cracker Barrel board seat for Raymond Barbrick, the co-CEO of the New Jersey-based restaurant and hotel operator Briad Group.
Cochran
But in an Oct. 1 letter to shareholders, Cracker Barrel CEO Sandra Cochran scoffs at the suggestion that her company should be taking business advice from Biglari. She notes that, over the last 10 years, the total return for San Antonio-based Biglari Holdings, which owns Steak n Shake and a handful of other businesses, was negative 61%, while Cracker Barrel’s was 520%.
“We consider the deterioration of Steak ’n Shake, a brand that once held a storied place in American restaurant history, to be a cautionary tale of poor capital allocation, underinvestment, lack of strategic vision, subpar leadership, and lost brand identity,” Cochran wrote.
Nov. 10, 2020: Rejects Biglari plan, calls him “dissident nominee”
Both Leading Proxy Advisory Firms Urge All Shareholders to Vote the WHITE Proxy Card
LEBANON, Tenn., Nov. 10, 2020 /PRNewswire/ -- Cracker Barrel Old Country Store®(Nasdaq: CBRL) ("Cracker Barrel" or the "Company") today announced that Glass Lewis & Co. ("Glass Lewis"), a leading provider of proxy research and vote recommendations to the institutional investment community, has recommended that all Cracker Barrel shareholders vote the WHITE proxy card "FOR" all of the Company's highly qualified director nominees at the Annual Meeting of Shareholders on November 19, 2020.
Cracker Barrel announced yesterday that Institutional Shareholder Services ("ISS"), also recommends all shareholders vote on the Company's WHITE proxy card.
In making its recommendation FOR Cracker Barrel's slate, Glass Lewis commented1:
We believe there is insufficient justification for supporting Biglari's campaign at this time, and that shareholders would be best served supporting the Company's director nominees.
The Board currently comprises a reasonably well-rounded mix of qualified directors who have complementary experiences, qualifications and backgrounds across various industries and disciplines.
Having reviewed and considered the Company's stated strategic plan, we see no reason for shareholders to supplant the Board's judgment at this time.
The Board has been effective in overseeing the Company's strategy of enhancing the core business, expanding the footprint and extending the brand...since the onset of the pandemic, the Board appears to us to have been highly responsive and engaged in its efforts to navigate the Company through this new market environment, including taking prudent measures to pivot the Company's focus towards its core business and operations while rolling out new initiatives to drive sales.
The Company's operating performance has largely been in line with or better than that of its peers. Over the course of the pre-pandemic periods, the Company's return on capital had consistently ranked in the upper quartile of its peers, while the Company's net profit margins exceeded the peer median.
The Dissident Nominee's experience as an operator of regional restaurant franchises may not be particularly relevant or necessary to the Company at this specific juncture. Further, we believe the Company's rationale for rejecting the addition of the Dissident Nominees to the Board is reasonable.
Cracker Barrel stated: "We are pleased that Glass Lewis has joined ISS in recommending shareholders vote the WHITE proxy card in support of our Board. We believe our Board combines new perspectives with deep industry and Company knowledge, as well as the skills and diversity of perspectives required to continue overseeing the successful execution of our proven strategy. We are proud of our long track record of delivering value for shareholders, and our commitment to Board refreshment and advancing principles of strong corporate governance."
Cracker Barrel Urges All Shareholders to Support its Highly Qualified Slate of Directors
The Company recommends all shareholders support the Cracker Barrel Board of Directors by voting "FOR ALL" directors on the WHITE proxy card for the upcoming 2020 Annual Meeting of Shareholders.
For assistance voting your shares please contact Okapi Partners LLC: Banks and Brokers Call Collect: 212.297.0720 All Others Call Toll Free: 877.629.6357 Email: info@okapipartners.com
About Cracker Barrel Old Country Store, Inc.Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) shares warm welcomes and friendly service while offering guests high-quality homestyle food and unique shopping — all at a fair price. By creating a world filled with hospitality through an experience that combines dining and shopping, guests are cared for like family. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate more than 660 company-owned Cracker Barrel Old Country Store® locations in 45 states and own the fast-casual Maple Street Biscuit Company. For more information about the company, visit www.crackerbarrel.com.
Forward-Looking StatementsCertain statements in this communication may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are subject to a number of risks, trends and uncertainties that could cause actual results or company actions to differ materially from what is expressed or implied by these statements. Economic, competitive, strategic, governmental, technological and other factors and risks that may affect Cracker Barrel's operations or financial results are discussed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2020, and in subsequent filings with the U.S. Securities and Exchange Commission (the "SEC"). Another factor that may impact the company's business, financial condition and results of operations and of operational improvement initiatives is the impact of the novel coronavirus ("COVID-19") pandemic, including the duration of the COVID-19 pandemic and its ultimate impact on our business, levels of consumer confidence in the safety of dine-in restaurants, restrictions (including occupancy restrictions) imposed by governmental authorities, the effectiveness of cost saving measures undertaken throughout our operations, disruptions to our operations as a result of the spread of COVID-19 in our workforce, and our increased level of indebtedness brought on by additional borrowing necessitated by the COVID-19 pandemic. We disclaim any obligation to update these forward-looking statements other than as required by law.
Important Additional InformationCracker Barrel has filed a definitive proxy statement (the "Proxy Statement") and accompanying WHITE proxy card in connection with the solicitation of proxies for the 2020 Annual Meeting of Cracker Barrel shareholders (the "Annual Meeting"). Cracker Barrel, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Cracker Barrel shareholders in connection with the matters to be considered at the Annual Meeting. Information regarding the names of Cracker Barrel's directors and executive officers and certain other individuals and their respective interests in Cracker Barrel by security holdings or otherwise is set forth in the Annual Report on Form 10-K of Cracker Barrel for the fiscal year ended July 31, 2020, and the Proxy Statement. To the extent holdings of such participants in Cracker Barrel'ssecurities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details regarding the nominees of Cracker Barrel's Board of Directors for election at the Annual Meeting are included in the Proxy Statement. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Cracker Barrel with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge in the Investors section of Cracker Barrel's corporate website at www.crackerbarrel.com.
CRACKER BARREL NAMES JULIE FELSS MASINO AS THE COMPANY'S NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER
July 18, 2023 at 8:00 AM EDT
LEBANON, Tenn., July 18, 2023 /PRNewswire/ -- The Board of Directors of Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) is pleased to announce that Julie Felss Masino will succeed Sandra B. Cochran as the Company's next President and Chief Executive Officer.
Ms. Masino, 52, has had a long and successful career driving innovation and growth for globally loved and recognized restaurant and retail brands. She most recently served as President, International of Taco Bell, overseeing the expansion of the division to more than 1,000 restaurants in 32 countries, and before that led the $11 billion US Taco Bell business, where she and her teams launched numerous culinary, technology, and business model innovations during eight consecutive quarters of positive comp growth.
Commenting on the appointment, Cracker Barrel's Chairman of the Board, William McCarten said, "Today's announcement represents the culmination of a multi-year CEO succession-planning process by our Board of Directors and Sandy, and we are thrilled to welcome Julie to the head of the Cracker Barrel table. We believe Julie 's track record as an innovator and a leader, together with her strategic thinking and passion for growth, will ensure that Cracker Barrel remains a place where people feel welcomed and cared for like family as we extend our hospitality to an even broader array of guests."
The Company's current President and Chief Executive Officer, Sandra Cochran, added, "Julie brings a wealth of experience and an innovative spirit to Cracker Barrel and Maple Street. I look forward to seeing her and the team build on our legacy and carve new paths for growth as they leverage and continue our investments in technology, loyalty, and the employee and guest experience. It has been a privilege to lead this brand for the last twelve years and I am happy to be able to transfer my role to someone as capable and accomplished as Julie."
Finally, Ms. Masino commented, "Cracker Barrel is one of the most iconic brands in the history of American casual and family dining, and I appreciate all that Sandy and the Board have done to set the company, our team, and me up for success. For more than fifty years Cracker Barrel has leveraged its rich culture to deliver on its brand and people promises to guests and employees, and the company's Pleasing People mission aligns perfectly with my passion for building and empowering diverse high-performing teams. The confidence the Board has shown by entrusting the brand to me is humbling, and I'm excited to work with the more than 75,000 dedicated Cracker Barrel and Maple Street employees to drive the Company's growth for years to come."
Ms. Masino spent the last five and a half years at Taco Bell, during which time she led franchise partners and teams to open over 800 new units in the US and around the globe. The bulk of her career was spent in a variety of leadership roles at Starbucks Coffee Company, including serving as the CMO of Starbucks' China business as well as Vice President, Strategy Americas and EMEA; Vice President, Global Beverage; and Vice President, Global Merchandise and Packaged Food. She began her professional career in corporate positions at a variety of retail companies, including Godiva Chocolatier, Coach, J. Crew, and Macy's, and has meaningful public and private company board experience.
Ms. Masino will assume the role of Chief Executive Officer-elect on August 7, 2023, and will work with Ms. Cochranthrough the end of October on a transition of duties. On November 1, 2023, Ms. Masino will become the Company's President and Chief Executive Officer and will be appointed to the Company's Board of Directors. At that time, Ms. Cochran will become the Executive Chair of the Board through September 2024, and the Board's current independent Chair, William McCarten, will assume the role of Lead Independent Director.
Commenting on the transition of roles and Ms. Cochran's tenure, Mr. McCarten affirmed, "Sandy and the rest of the Board have spent years planning for Sandy's succession and we are happy to see that work pay off today. Sandy's contributions to Cracker Barrel are too many to catalogue - from driving performance and creating shareholder value, to recruiting and mentoring key talent, to successfully guiding our company through the pandemic. She will add to that track record in her role as Executive Chair, as she transfers responsibilities and helps Julie assume the leadership of our brand. We are grateful to Sandy not only for having led Cracker Barrel so successfully for so long, but for supporting Julie's and our success going forward."
In 2023, the "Old Country Store" celebrated Pride by unveiling rainbow-colored rocking chairs. Cracker Barrel sponsored the Nashville Pride Parade in 2024.
June 13, 2023: Created LGBTQ rainbow-colored rocking chairs, “Bringing the Front Porch to Pride”
Cracker Barrel has recently made headlines by taking a surprising and controversial step. In honor of Pride Month, they posted an image of a rainbow rocking chair on their social media channels, veering away from their traditional conservative values. This abrupt pivot into social progressiveness has led to considerable backlash, particularly among their long-standing patron base who are known for their biscuits and gravy eating habits. A loud chorus of disapproval echoes across the internet, as loyal customers struggle to make sense of this perplexing change in stance.
Dec. 19, 2023: Names new board member, John Garratt
LEBANON, Tenn., Dec. 19, 2023 /PRNewswire/ -- Cracker Barrel Old Country Store® (Nasdaq: CBRL) today announced that John Garratt, 55, has been elected to the company's Board of Directors, effective immediately.
Mr. Garratt is the former President and Chief Financial Officer of Dollar General Corporation, a leading national retail chain operating over 19,000 stores in 48 states. Mr. Garratt began his tenure with Dollar General, as Senior Vice President, Finance and Strategy and later served as Executive Vice President and Chief Financial Officer from 2015 to 2022 and ultimately President, CFO from 2022 to 2023. Mr. Garratt retired from Dollar General as President in 2023. Prior to joining Dollar General, Mr. Garratt served as Vice President, Finance and Division Controller for Yum! Brands, the world's largest restaurant company. Mr. Garratt also serves on the Board of Directors of Humana, Inc. and Papa John's International, Inc.
Carl Berquist, Lead Independent Director of the Cracker Barrel Board of Directors, stated, "John brings significant financial expertise and decades of corporate leadership experience to our Board, as well as a deep understanding of the retail and restaurant industries. We look forward to working with John and are confident that his insights will contribute to our success going forward."
About Cracker Barrel Old Country Store®
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) provides a caring and friendly home-away-from-home experience while offering guests high-quality homestyle food to enjoy in-store or to-go and unique shopping — all at a fair price. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate over 660 company-owned Cracker Barrel Old Country Store® locations in 45 states and own the fast-casual Maple Street Biscuit Company. For more information about the Company, visit crackerbarrel.com.
CBRL-F
Investor Contact:
Adam Hanan
(615) 443-9887
Media Contact:
Heidi Pearce
(615) 235-4135
May 2, 2024: Announces ‘strategic transformation’ update
CRACKER BARREL TO HOST STRATEGIC TRANSFORMATION UPDATE CONFERENCE CALL MAY 16
LEBANON, Tenn., May 2, 2024 /PRNewswire/ -- Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) will provide a real-time webcast and rebroadcast of its strategic transformation plan update on Thursday, May 16, 2024 beginning at 4:30 p.m. Eastern Time.
The live broadcast will be available to the public online in the Events and Presentations section on the Company's website at investor.crackerbarrel.com on May 16, 2024 beginning at 4:30 p.m. Eastern Time. An online replay will be available through May 30, 2024.
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) was established in 1969 in Lebanon, Tenn. and operates approximately 660 Cracker Barrel locations and owns the fast-casual Maple Street Biscuit Company.
CBRL - F
Investor Contact:
Adam Hanan
(615) 443-9887
Media Contact:
Heidi Pearce
(615) 235-4135
May 16, 2024, 8 AM ET: Announces 3rd Q conference call for May 30
LEBANON, Tenn., May 16, 2024 /PRNewswire/ -- Cracker Barrel Old Country Store, Inc.("Cracker Barrel" or the "Company") (Nasdaq: CBRL) will provide a real-time webcast and rebroadcast of its third quarter earnings conference call on Thursday, May 30, 2024, beginning at 11:00 a.m. Eastern Time. Company management will discuss financial results for the fiscal third quarter ended April 26, 2024.
The live broadcast of Cracker Barrel's quarterly conference call will be available to the public online in the Events and Presentations section on the Company's website at investor.crackerbarrel.com on May 30, 2024beginning at 11:00 a.m. Eastern Time. An online replay will be available at 2:00 p.m. Eastern Time and continue through June 14, 2024.
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) was established in 1969 in Lebanon, Tenn. and operates approximately 660 Cracker Barrel locations and owns the fast-casual Maple Street Biscuit Company.
CBRL - F
Investor Contact:
Adam Hanan
(615) 443-9887
Media Contact:
Heidi Pearce
(615) 235-4135
May 16, 2024, 4:05 PM: Updates on “strategic transformation plan”
Organic growth investments expected to accelerate financial performance in late fiscal 2026 and into fiscal 2027
Company provides update on third and fourth quarter fiscal 2024
LEBANON, Tenn., May 16, 2024 /PRNewswire/ -- Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) today provided an update on its strategic transformation plan and announced changes to its capital allocation.
Highlights
The Company's strategic transformation plan is anchored on three overarching business imperatives: driving relevancy, delivering food and an experience guests love, and growing profitability.
To realize these imperatives, the Company has developed a comprehensive strategy focused on refining the brand, optimizing the menu, evolving the store and guest experience, winning in digital and off-premise, and elevating the employee experience.
In conjunction with this plan, the Company is modifying its capital allocation to support increased investment in the business to drive organic growth. As part of this shift to increase investment in the business, the Company has reduced its quarterly dividend to $0.25 per share.
The Company provided a long-term outlook and expects fiscal 2027 sales of approximately $3.8 billion to $3.9 billion and adjusted EBITDA1 of approximately $375 million to $425 million. The Company anticipates adjusted EBITDA1 in fiscal 2025 will be relatively in line with, or slightly lower than, fiscal 2024 results and will then improve in the second half of fiscal 2026 and further accelerate in fiscal 2027.
The Company expects its third and fourth quarter fiscal 2024 financial results will be below its previous expectations, primarily due to weaker than anticipated traffic.
Cracker Barrel President and Chief Executive Officer Julie Masino commented: "I am excited about our strategic transformation plans to drive relevancy, deliver food and experiences guests love, and grow profitability. Cracker Barrel is an iconic brand with an exceptionally strong foundation, and I firmly believe our plans will allow us to capitalize on our strengths and deliver long-term success. Executing this strategy will require increased investment in our business, and we have reduced our dividend so that we can allocate capital to generate organic growth and drive meaningful value creation over time. Our Board, our management, and our teams are excited about our plans and are already hard at work to make them a reality."
Strategic Transformation Plan The Company's strategy is built on five pillars:
Refining the brand: evolving the brand across all touchpoints. The Company has engaged a leading branding agency to refine and strengthen positioning to delight existing and new guests.
Enhancing the menu: introducing menu innovation focused on craveability and traffic drivers, streamlining processes to improve execution, and optimizing strategic pricing to protect value and improve profitability.
Evolving the store and guest experience: delivering an exceptional guest experience through operational excellence and improved store design and atmosphere. The Company is in the process of testing remodel prototypes and expects to complete 25-30 remodels in fiscal 2025.
Winning in digital and off-premise: growing the off-premise business and leveraging technology such as Cracker Barrel Rewards. The Company continues to leverage guest data to better understand consumer behavior and identify ways to drive frequency and engagement.
Elevating the employee experience: upgrading training and development programs and tools and simplifying job roles and utilizing technology to improve the employee experience.
Capital Allocation Update & Quarterly Dividend Declaration The Company's Board of Directors is committed to a balanced capital allocation approach focused on profitable growth. Investing in the business continues to be the top priority followed by returning cash to shareholders through a regular quarterly dividend and share repurchases.
In conjunction with its strategic transformation plan, the Board of Directors is modifying the Company's capital allocation to increase investments in the business to drive organic growth and reducing the quarterly dividend to a more sustainable level.
Specifically, the Company announced its Board of Directors declared a quarterly dividend of $0.25 per share on the Company's common stock. The quarterly dividend is payable on August 6, 2024 to shareholders of record as of July 19, 2024.
The Company is maintaining its current share repurchase authorization that has $138 million of remaining availability.
Outlook The Company provided the following outlook:
Fiscal 2025
Fiscal 2025 is expected to be an investment year with adjusted EBITDA1 relatively in line with, or slightly lower than, fiscal 2024
Capital expenditures of approximately $160 million to $180 million
Fiscal 2026
Adjusted EBITDA1 is expected to be higher than fiscal 2025, which includes an acceleration in the second half of the fiscal year
Capital expenditures of approximately $180 million to $220 million
Fiscal 2027
Sales of $3.8 billion to $3.9 billion
Adjusted EBITDA1 of $375 million to $425 million
Capital expenditures of approximately $260 million to $300 million
Capital expenditures over the three-year period of fiscal 2025 through fiscal 2027 of approximately $600 million to $700 million, which assumes the Company's store remodel initiative accelerates significantly following the test of 25-30 stores in fiscal 2025.
Fiscal 2024 Third & Fourth Quarter Update The Company expects its third and fourth quarter fiscal 2024 financial results will be below its previous expectations, primarily due to weaker than anticipated traffic. During the third quarter, the Company also completed a review of its store portfolio, which resulted in some store closures and related expenses and non-cash impairment charges that were incurred during the quarter.
The Company reminds investors that its outlook reflects a number of assumptions, many of which are outside the Company's control. In particular, uncertainties created by macroeconomic conditions, such as ongoing inflation, low consumer confidence and high interest rates may adversely affect consumer behavior and cause actual results to differ materially from those expected.
1 Beginning with this release, the Company has determined to provide guidance focused on adjusted EBITDA because the Company believes it will be more useful to investors to evaluate the Company's performance prior to the impact of depreciation, given the expected increase in investments and the resulting higher expected depreciation expense, along with items that are outside the Company's control or difficult to predict accurately without unreasonable efforts, such as taxes, closure and impairment charges, and other items that management believes are not reflective of the Company's current operations. Additionally, the Company has modified its definition of EBITDA and adjusted EBITDA in two respects that the Company believes will improve comparability to similar measures presented by peers and enhance investors' understanding of the Company's operating performance. Specifically, the Company is no longer adjusting its non-GAAP financial measures for the non-cash amortization of the asset recognized from the gains on sale and leaseback transactions (approximately $12.7M in each fiscal year since fiscal 2021, and expected to remain so for the foreseeable future, including through fiscal 2027, over the remaining life of the leases), and the Company is now including an adjustment for share-based compensation expense in its adjusted EBITDA definition.
The Company is not able to reconcile the forward-looking estimate of adjusted EBITDA set forth above to a forward-looking estimate of net income, the most directly comparable estimated measure calculated in accordance with GAAP, without unreasonable efforts because the Company is unable to predict, forecast or determine the probable significance of certain items impacting these estimates, including interest expense, taxes, closure and impairment charges and share-based compensation, with a reasonable degree of accuracy. Accordingly, the most directly comparable forward-looking GAAP estimate is not provided.
Conference Call As previously announced, the live broadcast of Cracker Barrel's strategic transformation conference call and presentation will be available to the public online at investor.crackerbarrel.com today beginning at 4:30 p.m. (ET). The online replay will be available at 7:30 p.m. (ET) and continue through May 30, 2024.
About Cracker Barrel Old Country Store® Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) provides a caring and friendly home-away-from-home experience while offering guests high-quality homestyle food to enjoy in-store or to-go and unique shopping — all at a fair price. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate approximately 660 company-owned Cracker Barrel Old Country Store® locations in 44 states and own the fast-casual Maple Street Biscuit Company. For more information about the Company, visit crackerbarrel.com.
May 16, 2024, 4:30 PM ET: Holds “strategic transformation update”
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) will provide a real-time webcast and rebroadcast of its strategic transformation plan update on Thursday, May 16, 2024 beginning at 4:30 p.m. Eastern Time.
The live broadcast will be available to the public online in the Events and Presentations section on the Company's website at investor.crackerbarrel.com on May 16, 2024 beginning at 4:30 p.m. Eastern Time. An online replay will be available through May 30, 2024.
In May 2024, Cracker Barrel launched a bold strategic transformation to revitalize its iconic American restaurant brand. This initiative focuses on five key areas: refreshing the brand identity, optimizing menu, pricing and preparation, enhancing store execution and the unique retail experience, expanding digital capabilities, and elevating the employee experience.
July 22, 2024: Sarah Moore starts as new chief marketing officer
CRACKER BARREL APPOINTS SARAH MOORE AS NEW CHIEF MARKETING OFFICER
SKILLED BRAND BUILDER AND GROWTH DRIVER HAS BUILT SUCCESSFUL CAREER IN HOSPITALITY BY BLENDING TRADITIONAL MARKETING WITH INNOVATION
Cracker Barrel Old Country Store® ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) is pleased to announce the appointment of Sarah Moore as its Chief Marketing Officer, effective Monday, July 22.
Moore’s nearly 20 years of hospitality experience is a perfect match for the strong hospitality focus of Cracker Barrel. Her strategic experience in marketing, brand building, and guest engagement will be strong assets to Cracker Barrel as it evolves, taking what is beloved and differentiated about the brand and building on it.
A longtime fan of Cracker Barrel, she joins the Company from her recent position as Senior Vice President of Marketing at MGM Resorts International where she spearheaded marketing initiatives for a portfolio of world-class hospitality brands, including iconic resorts such as Bellagio, ARIA and MGM Grand. She possesses deep expertise in developing and growing digital marketing initiatives, customer loyalty programs, and crafting innovative approaches that honor brand heritage while driving strong business results.
“Sarah’s hospitality focused leadership and deep experience evolving brands and accelerating growth across all disciplines of marketing will help us drive our strategic transformation and brand love as we reclaim our position as an industry leader,” said Julie Felss Masino, President and Chief Executive Officer of Cracker Barrel.
Moore's background includes more than 16 years with MGM Resorts International, where she gained extensive experience in corporate marketing, development, and regional operations. Most recently, she led global brand marketing strategy, integrated media, social marketing, as well as creative and content for the entire portfolio of resorts and entertainment experiences.
"As a devoted Cracker Barrel fan, I'm honored to join this iconic American brand," said Moore. "From childhood road trips to more recent visits to our family in Kentucky, Cracker Barrel has always been a cherished tradition. I look forward to applying my decades of marketing expertise to share the brand’s warmth and genuine hospitality with consumers. As I join the team, my goal is to enhance the experience for our loyal guests while also introducing Cracker Barrel's unique charm to new guests across the country.”
Moore holds a Bachelor of Science in Marketing from Roger Williams University. She is married to an entrepreneur and a U.S. Army Reserve Lieutenant Colonel who has served our country for over 20 years, and together they are raising two young daughters.
Our Cracker Barrel stores are intended to appeal to both the traveler and the local customer, and we believe they have consistently been a consumer favorite. We pride ourselves on our consistent quality, value and friendly service. As of September 13, 2024, no Cracker Barrel stores were franchised.
In 2024, we announced our strategic transformation plan. The strategic transformation plan is anchored on three overarching business imperatives: driving relevancy, delivering food and an experience guests love, and growing profitability. We have undertaken certain initiatives as part of these imperatives, including modifying capital allocation to support increased investment in the business to drive organic growth. We launched our loyalty program to leverage guest data to better understand consumer behavior and identify ways to drive frequency and engagement. As part of the plan, we are redefining our brand, including by improving our stores’ designs and atmosphere. We are currently testing store remodel prototypes. Our store remodel program includes two categories: full remodels and store refreshes. We expect that 25-30 stores will be fully remodeled and we expect to complete 25-30 store refreshes in 2025.
Store Format: The format of our stores consists of a trademarked rustic old country-store design offering a full-service restaurant menu that features home-style country food and a wide variety of decorative and functional items such as rocking chairs, holiday and seasonal gifts, toys, apparel, cookware and foods. All stores are freestanding buildings and consist of approximately 20% of gift shop space with the remainder dedicated to our restaurant, training and storage space. Our stores have stone fireplaces and are decorated with antique‐style furnishings and other authentic and nostalgic items, reminiscent of and similar to those found and sold in the past in traditional old country stores. The front porch of each store features rows of the signature Cracker Barrel rocking chairs, which are a popular item sold by the gift shops and which we invite guests to use while waiting for a table in our dining room or after enjoying a meal.
Diversity, Equity & Inclusion
Currently, there are seven Business Resource Groups in Cracker Barrel:
- AMPT (“Advancing Modern Professionals for Tomorrow”): Aims to connect and empower modern professionals by promoting a community of inclusive, ambitious, and diverse members that unify through Cracker Barrel to equip our community and leaders for the future;
- Be Bold: Cultivates and develops Black leaders within the Cracker Barrel organization utilizing allyship, mentorship, and education to create a path to continued excellence as well as a vibrant and diverse community;
- B-WELL: Improving the employee experience by sponsoring health and wellness activities that nurture employees’ physical, emotional, financial and intellectual wellbeing;
- HOLA (“Hispanic Organization for Leadership and Advancement"): Promoting Hispanic and Latino culture through hiring, developing and retaining talent within Cracker Barrel;
- LGBTQ+ Alliance: Promoting LGBTQ+ Awareness and Building Workplace Inclusion;
- SERVE: Advocating for leadership and development opportunities for veterans, fostering an environment of networking and volunteerism and focusing on recruitment, retention and advancement;
and
- Women’s Connect: Inspiring women leaders.
New section:
In 2024, we announced a strategic transformation plan to enhance our menu and retail offerings, support our brand, improve operating margins and improve the efficiencies and effectiveness of our operations. Failure to achieve or sustain these plans could adversely affect our results of operations.
Our strategic transformation plan is in various stages of testing, evaluation and implementation, aimed to improve guest experience and increase profitability. These initiatives are generally aimed at enhancing menu and retail options, reducing our costs, improving margins and increasing brand awareness, including through expanding our footprint and investing in strategic relationships. Implementation of these initiatives across our store base is inherently risky even when initiatives have been tested successfully on a more limited scale, and customers may not be receptive to these changes, which may negatively impact our financial condition and results of operations. Successful system-wide implementation across hundreds of stores and involving tens of thousands of employees relies on consistency of training, stability of workforce, ease of execution and the absence of offsetting factors that can adversely influence results. Failure to achieve successful implementation of our initiatives may adversely affect our business, financial condition and results of operations.
New section:
Unfavorable publicity could harm our business. In addition, our failure to recognize, respond to and effectively manage the impact of social media could materially impact our business.
Multi-unit businesses such as ours can be adversely affected by publicity resulting from complaints or litigation alleging poor food quality, poor service, guest discrimination, food-borne illness, viruses, product defects, personal injury, adverse health effects (including obesity), employee relations or other concerns stemming from one or a limited number of our stores. Even when the allegations or complaints are not accurate or valid, unfavorable publicity relating to one or more of our stores, or only to a single store, may adversely affect public perception of the entire brand before we have the opportunity to respond to and address such allegations. Additionally, social media can be utilized to target specific companies or brands as a result of a variety of actual or perceived actions or inactions that are disfavored by our customers, local culture, employees, or interest groups, which can materially and immediately impact consumer behavior. Social media allows users to organize collective actions and engage in other brand-damaging behaviors that, if targeted at us, could impact our business. Adverse publicity and its effect on overall consumer perceptions of food safety or customer service could have a material adverse effect on our business, financial condition and results of operations.
Additionally, social media uses and platforms are constantly evolving, and as a result, we need to innovate and develop our social media and digital marketing strategies to maintain brand relevance to increase brand recognition and reach a broader audience. If our social media initiatives or strategies are not successful, our brand awareness may decline or we may otherwise suffer reputational harm. In addition, a variety of risks are associated with the use of social media, including the public dissemination of proprietary or confidential information, negative comments about us, personally identifiable information, or out-of-date or false information. The inappropriate use of social media by our guests or employees could increase our costs, lead to litigation or result in negative publicity that could damage our reputation.
A new section:
Our business could be negatively affected as a result of actions of activist shareholders.
Activist shareholders have nominated candidates for election to our Board of Directors at our annual meetings of shareholders multiple times, resulting in proxy contests, and called publicly for special meetings of shareholders to consider other proposals relating to corporate policies of the Company, including on matters such as our dividend policy, capital structure and strategic alternatives. The Lion Fund II, L.P., Biglari Capital Corp., First Guard Insurance Company, Southern Pioneer Property and Casualty Insurance Company, Biglari Holdings Inc., Biglari Reinsurance Ltd. and Biglari Insurance Group Inc. are affiliates of Sardar Biglari (“Biglari”), and are the beneficial owners of approximately 9.3% of our outstanding common stock as of August 20, 2024. We recently received notice from Biglari nominating five candidates for election to our Board of Directors at our 2024 Annual Meeting of shareholders. If a proxy contest ensues, or if we become engaged in a proxy contest with another activist shareholder in the future, our business could be adversely affected because:
responding to public proposals and director nominations, special meeting requests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of our management and employees;
perceived uncertainties as to our future direction may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners;
claims made by activist shareholders in connection with a proxy contest or otherwise may harm our reputation, damage our relations with customers, employees and business relations such as suppliers, or otherwise impair our business; and
pursuit of an activist shareholder’s agenda may adversely affect our ability to effectively implement our business strategy and create additional value for our shareholders.
Information about Our Executive Officers The following table sets forth certain information concerning our executive officers:
Name Age Julie Masino 53
Laura A. Daily 60
Christopher B. Edwards 51
Bruce A. Hoffmeister 63
Sarah O. Moore 41
Craig A. Pommells 49
Donna L. Roberts 49
Cammie Spillyards-Schaefer 47
J. Mark Spurgin 56
Richard M. Wolfson 58
Brian T. Vaclavik 58
The following information summarizes the past five years:
Position with the Company President and Chief Executive Officer
Senior Vice President, Chief Merchant and Retail Supply Chain
Senior Vice President, Chief Strategy Officer
Senior Vice President, Chief Information Officer
Senior Vice President, Chief Marketing Officer
Senior Vice President and Chief Financial Officer
Senior Vice President, Chief Human Resources Officer
Senior Vice President, Restaurant and Retail Operations
BIGLARI CAPITAL CORP. 19100 Ridgewood Parkway, Suite 1200 San Antonio, Texas 78259 Telephone (210) 344-3400 Fax (210) 344-3411
Sardar Biglari, Chairman & CEO
October 8, 2024
Dear Shareholders of Cracker Barrel Old Country Store Inc.:
Through affiliated entities, we have been shareholders of Cracker Barrel since 2011. We currently own 2,069,141 shares. Since 2019, the shareholders of Cracker Barrel have collectively lost over $2.9 billion in market value.¹ As 9.3% owners of the stock, we have lost our proportional share.
Neither the appointment of Julie Felss Masino as the Company’s CEO nor her new transformation plan has restored shareholder confidence. In fact, Cracker Barrel’s share price fell 14.5% when the transformation plan was revealed on May 16, 2024, and is down 50.9% since Ms. Masino became CEO-elect on August 7, 2023.²
This letter is devoted not only to the current plans of the Company but also to the historical decisions that led to Cracker Barrel’s current crisis. A postmortem is instructive so as not to repeat past mistakes. Nothing captures this sentiment better than the cautionary words of George Santayana: “Those who cannot remember the past are condemned to repeat it.”
The Cracker Barrel Board Has Destroyed Shareholder Value
Cracker Barrel is in perilous times. Not only is a change to its Board warranted but we believe it is also mandatory for the sake of the Company’s future. The proof is in the stock performance — in absolute terms and relative to its peers — over one-, three-, and five-year time periods.
¹ Source: FactSet. Based on Cracker Barrel’s market value of $3.84 billion on January 1, 2019, and market value of $985.9 million on October 7, 2024. ² Cracker Barrel Press Release
Cracker Barrel’s Poor Performance Is a Direct Result of Board and Management Failures
Former CEO Sandy Cochran’s tenure was calamitous, but it is the Board that must be held to account for approving capital expenditures for new stores and new brands, from start-up Holler & Dash to the bar concept Punch Bowl Social to Maple Street Biscuit. Despite glaring managerial failures in new stores and a zero-for-three record on new brands, the Board kept Ms. Cochran on in her CEO post — and for far too long. Then, instead of firing Ms. Cochran after she failed to lead the Company successfully as CEO, the Board invited her to lead the Board as Chairman.
In most situations, promoting the retired CEO to Chairman and having her look over the shoulder of the new CEO is an indication of a breakdown in governance structure. Clearly, the Board was deferential to Ms. Cochran. Then Chairman Mr. William McCarten stated at the time, “Sandy and the rest of the Board have spent years planning for Sandy’s succession and we are happy to see that work pay off today. Sandy’s contributions to Cracker Barrel are too many to catalogue — from driving performance and creating shareholder value, to recruiting and mentoring key talent, to successfully guiding our company…. She will add to that track record in her role as Executive Chair….”
After years of value destruction owing to mismanagement, the collective Board bears full responsibility for the Company’s poor operating performance, poor capital allocation record, and poor shareholder returns.
Cracker Barrel Capital Allocation Record
($ in thousands)
20112023ChangeRevenues$2,434,435$3,442,808$1,008,373Operating Income$167,181$120,617$(46,564)Number of Stores60366057
Cumulative Capital Expenditures (12-Year Period): $1,447,060
Source: As reported in SEC filings. Capital expenditures are from fiscal years 2012 through 2023, which cover Ms. Cochran’s tenure as CEO.
Over a 12-year period, cumulative capital expenditures totaled $1.4 billion, yet annual operating income fell from $167 million in fiscal 2011 to $121 million in fiscal 2023. Every acquisition under the Board’s watch destroyed value. Capital expenditures approved by the Board have increased overall sales, but operating profit has declined. As a result, the stock price is lower today than it was in fiscal 2011.
Despite the changes to the Board and management, earnings of fiscal 2024 were lower than those of fiscal 2023. Sales are too weak, costs are too high, and margins are too low. Moreover, Cracker Barrel has no credible plan to regain customer traffic. In fact, management has forecast a decline in traffic for the fiscal year 2025. Meanwhile, the Board’s decision to slash the quarterly dividend by about 80% highlights the steep burden shareholders must bear for management’s new plan.
Let it be known that we warned the Board and shareholders of what we saw as it unfolded — the lack of focus on core operations, the low returns on new stores, and the attempt to launch or purchase nonsensical brands — through a total of 12 shareholders’ letters since 2011; they can be accessed at enhancecrackerbarrel.com.
We could not have been more vocal about the Board’s missteps. Had we not repeatedly run several proxy contests, we believe Cracker Barrel would have opened hundreds of new stores instead of returning that capital to shareholders. But because we did not prevail in prior proxy contests, the Company continued to venture outside its lane while failing in the execution of its core business. Unfortunately, the chickens have come home to roost.
The Cost of Losing Focus
We value focused management and focused companies. As investors, we have seen focused management excel and have seen time and again what happens when management loses focus: failure ensues. The difference is billions of dollars’ worth of market value.
Here are two areas where the Board could have rejected obvious folly:
1) New stores. Opening new stores was unnecessary and costly. When customer traffic is declining in existing stores, a savvy operator doesn’t try to make up for it by opening new locations. To compound the situation, expanding the Company’s footprint on the highly expensive West Coast was an unforced error. Returns on new stores were destined to be poor — the cost to build was too high, as was the volume required to succeed.
To put the numbers into perspective, in the first 40 years of Cracker Barrel’s existence, there were about 20 closures.³ But in the last two years, 10 Cracker Barrel stores have closed, mainly on the West Coast. In other words, about 3% of stores closed in the Company’s first four decades of operation but nearly 60% of stores in the West Coast expansion closed in the last several years, underscoring the current Board’s fundamentally flawed decision-making. Of course, we vehemently opposed new store investments, and history proves that we were correct.
2) New brands.Holler & Dash and Punch Bowl Social were both terminal investments. The first was the wrong formulation for a company that had no executive on its team who had successfully started a new company. The second was a risky proposition because in the bars and taverns business — as anyone who has ventured there knows — an especially steep climb awaits anyone aspiring to success.
The losses were material: Punch Bowl Social alone cost the Company about $140 million, or about 14% of the current market capitalization. Why would a family dining establishment venture into these urban-centric concepts in the first place?
³ Source: Transcript of Sandra Cochran, former CEO, at the Bank of America Merrill Lynch Consumer and Retail Conference, March 2015.
A Flawed Board Is Responsible for a Flawed Strategy
On May 16, 2024, management discussed its “strategic transformation plan,” a high-capital-expenditure strategy. Over the next three years, the Company plans to spend “$600 million to $700 million” in capital expenditures, which represents about 70% of Cracker Barrel’s market capitalization.
The plan the Board has adopted involves remodeling the units with new booths and banquettes, which have not been part of store interiors to date. Yet the problem lies not in the seating but in getting more people to sit in it. We do not believe changing the furniture and altering the décor are going to change the Company’s trajectory or solve the Company’s underlying problem of declining traffic.
We believe the questionable transformation plan is indicative of a poorly constituted board that cannot relate to the Cracker Barrel brand or its customers. It lacks turnaround experience and is critically missing the skill set needed to address the underlying business challenges.
While announcing the transformation plan, CEO Julie Masino stated: “[W]e’re just not as relevant as we once were.” We question how and when Cracker Barrel ostensibly lost relevance. If it has, where was the Board during this period of slow and steady decline?
Can Cracker Barrel spend its way back to relevance? Investors think not. From the moment management presented its plan on May 16, 2024, through the date of our nomination, the stock price fell another 29.2%, compared with a gain of 5.2% in the S&P 500.⁴
Because the past capital investment record of Cracker Barrel has been disastrous by any measure, how can we rely on the current Board to properly address the wisdom of its plan for massive investment? With the passage of time, all of our concerns over prior growth capital expenditures were borne out.
⁴ Source: FactSet.
The Right Plan for Cracker Barrel: Focus on the Core Business
Contrary to the recent pronouncements by management, we believe Cracker Barrel is relevant; the problem rests not with the brand but with its board.
Cracker Barrel has been geographically well positioned all along. About half of the 658 Cracker Barrel stores are situated in the fastest-growing states by population over the last year: Texas, Florida, North Carolina, South Carolina, Tennessee, and Georgia.⁵ Cracker Barrel has premier real estate, with 83% of it located along interstate highways.
It is therefore shocking and inexcusable that the Company has lost about a third of its customer traffic over the last 20 years, despite operating in areas of the country with population growth, robust economic growth, and a huge advantage in real estate.
Instead of implementing the high-capex plan, we believe the Board should focus on the following low-capex plan:
Divest Maple Street Biscuit. Management can’t effectively execute a turnaround while spending time on a rounding error. We believe Maple Street is an unnecessary extracurricular distraction for the Board and management. As Andy Grove wrote: “The art of management lies in the capacity to select from the many activities of seemingly comparable significance the one or two or three that provide leverage well beyond the others and concentrate on them.”
Halt new store openings. Every time a new unit opens, it costs about $8 million. The view has to be that all capital is precious. An entire team to support new unit growth is costing the Company, by our estimation, millions of dollars in general and administrative expenses annually. Yet the value and opportunity lie in existing units.
Focus on store-level economics. The single greatest way for Cracker Barrel to create value is by improving operations. The stores must provide a warm, caring, hospitable environment with authentic country cooking. The principal reason unit-level performance has been dismal is that unit-level customer traffic has been declining. Regaining the lost traffic in existing stores holds the potential of several billion dollars in market value creation.
Realizing this potential will entail, among other things, improving the quality of products and service, and making more effective use of technology. What the Company has been doing with its remodel program is embarking on a strategy to undifferentiate itself — and at a high cost — while making wholesale changes such as introducing “20 new items.” Instead, we believe the Company has to keep its offerings simple but true to the brand’s heritage, in the form of high-quality home-style cooking.
It should not be all things to all people, but known for offerings that are differentiated in an old-fashioned way whose consistent ingredient is quality.
Return cash to claimholders. Pay down debt and pay dividends. Our low-capex plan to improve operations, attain peer-comparable store-level margins, and eliminate excess general and administrative expenses will allow for the restoration of higher dividend payments or share buybacks.
Cracker Barrel’s leadership should put all of its attention on providing great products and great service at a great value. It will never be one thing that solves the Company’s problems but a lot of important little things — details that stem from ingenuity, not capital.
There is one area where the Board has been consistent, and that is in the inventiveness of its range of excuses over the years, blaming its woes on everything from high gas prices to tough demographics to the coronavirus to brand relevancy. The truth is that none of the aforementioned elements are to blame for the Company’s performance.
The stock has lost over 70% of its value in the last five years not because of external factors but because of internal failures. Plainly, when management cuts the quality of products and service while raising prices year after year, the blame rests with leadership, not the brand.
The Cracker Barrel board has a history of periodically reporting on the lessons it has learned from its latest disappointment. The problem is that the Board keeps seeking out future lessons. The Board has been given a pass for far too long. Shareholders should not allow such folly to continue.
We had hoped to avoid another public contest, desiring to settle with the Board privately. After the dismal failures and billions of dollars in shareholder value lost, we had expected the Board to be more receptive to an amicable resolution. But they seem insistent on keeping us off the Board despite the fact that we have been right all along on the major issues we have raised.
Clearly, the Board is being emotionally reactive by steadfastly refusing to collaborate with one of the Company’s largest, long-term shareholders. I not only have the qualifications of industry- and company-specific knowledge but also the situational experience of turning around a family dining establishment. It is for this reason that my candidacy is critical.
Their resistance toward us is, unfortunately, a pattern that has cost all shareholders. Moreover, the Board is engaging in gamesmanship, making superficial settlement offers that sidestep the need for substantive change. However, such tactics are why we now find ourselves in an untenable situation, which, if it continues, will, in our view, take the Company down the same path as the likes of Red Lobster and Ruby Tuesday — two chains that ended up in bankruptcy court.
Cracker Barrel is not in dire need of a transformation; it’s in dire need of a turnaround. We have invested in an array of restaurant companies for 20 years and have been operating restaurant chains for nearly as long. I have hired past executives of Cracker Barrel, met with its late founder, and visited hundreds of Cracker Barrel stores over the decades. I am confident that we have a greater institutional knowledge of the Cracker Barrel brand than any current board member.
We have faced brand relevancy issues and have managed to fix a brand in the family dining segment with an older demographic. That is to say, we have exactly what the Cracker Barrel board needs to assess store cannibalization; diagnose customer traffic decline; identify general and administrative excess; analyze capital expenditure returns, including the proposed remodel program; and evaluate brand positioning.
There is also nothing like the engagement of board members who have skin in the game. We not only have expertise but also a significant stake in the Company — one we have held for a long time.
The dysfunction of the Board has become institutionalized under the auspices of a “refreshed” Board. Cracker Barrel now faces the exigency of a turnaround situation. But who on the Board has ever dealt successfully with a turnaround in the family dining segment of the industry?
I have no doubt we shareholders will all continue to lose if we follow the same old approach of adding board members who, despite their strong general résumés, are wrong for Cracker Barrel. The self-proclaimed refreshment program has led shareholders to the grave realization that the Company’s peer group outperforms the Company on all relevant metrics. Now is the time for change. Now is the time for accountability.
“Cracker Barrel is not a broken brand but it has a broken board.”
Cracker Barrel is not a broken brand but it has a broken board. The strategy of a refreshed board has been given its chance for 13 years. We now ask you to give one of Cracker Barrel’s largest and most long-standing shareholders an opportunity to advocate for all shareholders through our nominees.
Indeed, upon filing our preliminary proxy statement on September 23, 2024, which laid out our concerns and ideas, the market reacted favorably, giving Cracker Barrel a one-day stock gain of 5.9% while the Company’s casual dining peer group declined by 0.8%.
“demise of a once venerable brand”
We are seeking positions on the Board to bring diversity of thought to the boardroom in an effort to help address the Company’s challenges, restore prosperity, and create value for shareholders. To be sure, it is exactly at such a concerning moment that the Company’s problems could be compounded by new poor decisions that ultimately lead to the demise of a once venerable brand. No shareholder can afford to give the Board any more chances.
BIGLARI CAPITAL CORP. 19100 Ridgewood Parkway, Suite 1200 San Antonio, Texas 78259 Telephone (210) 344-3400 Fax (210) 344-3411
Sardar Biglari, Chairman
November 13, 2024
Dear Shareholders of Cracker Barrel Old Country Store Inc.:
If you had $100 in Cracker Barrel stock in January 2019, five years later it is worth about $30. Therefore, there is just $30 to go before the entire investment is lost.
Our group had approximately $350 million in the stock five years ago; it is now worth around $100 million. Your investment and ours are in the same boat.
This election should be simple. It is about voting for Milena Alberti-Perez and myself instead of two directors, Carl Berquist and Meg Crofton, who have overseen a loss of about 70% during their tenures as board members. There is no one on the Board or management team who has successfully turned around a restaurant chain. (In fact, there are scarce few executives in the country who have successfully turned around a restaurant chain.) I would be the only one to have done so if elected. And if we were on the Board, we would hold a minority position; so we ask, what is the downside?
Despite all of the Company’s failures, the board members are spending shareholders’ money to defend themselves. They could have settled but they fear letting accountability into the boardroom. They value collegiality over accountability. You and I should be concerned that they could lose our remaining investment. Therefore, the consequences of this election are enormous.
Making no decision is bad enough, but the kind of decisions the Board and management are making is actually worse. Recent managerial appointments are beyond comprehension. For instance, there is a new chief strategy officer who has no restaurant background; his last post was chief strategy officer of a cannabis company whose stock declined by over 85%.
The Company’s big strategy to turn itself around is to spend $700 million, or 70% of its market value, on store renovations and remodels. Before I knew of management’s plan, my advice to the CEO was that she should avoid falling into the textbook trap of overspending on cosmetic remodeling to stem guest traffic declines, a mistake I have seen at many failing restaurant companies. The new CEO could use our help, since neither she nor anyone else on the Board has ever turned around a restaurant chain.
Cracker Barrel Old Country Store is a history-steeped place that channels Americana; there are a few brands like it, and none require wholesale changes to their aesthetic. The day Cracker Barrel opened, it was already old — its theme derived from the 1920s. I am concerned that not only will the remodel not work but it could actually damage the brand further. These decisions are taking us down the same path, I believe, as Ruby Tuesday, Red Lobster, TGI Fridays, and the like. Let me make my position clear: The company’s $700 million remodel plan will not work!
Why do we need your vote? Most large active investors have stayed away from Cracker Barrel stock and many index funds now own it. Unfortunately, index funds do not have the time to evaluate individual companies. Moreover, proxy advisory firms emphasize governance over shareholder returns. This approach ignores the reality that most companies with a trillion-dollar market value have a poor governance record by their measure despite producing excellent shareholder returns.
To these advisory firms, I can only quote Samuel Johnson: “I have found you an argument; but I am not obliged to find you an understanding.” Any capitalist who uses his or her own money to own this stock would be displeased by the current Board and would want board members with both experience and a significant ownership stake to help fix the Company.
We have had a 13-year investment in the Cracker Barrel stock, and my prior predictions proved correct. I now believe there is a significant risk of a 50% loss or more if we are not elected to the Board. The best we can do is to make sure we obtain the support of the investors who know and care about Cracker Barrel and its long-term performance, and want to make money in the stock over time.
If you side with us, please be sure to vote the GOLD card, checking the boxes for Sardar Biglari and Milena Alberti-Perez.
San Antonio, TX, Nov. 19, 2024 /PRNewswire/ -- Biglari Capital Corp. today issued the following news release regarding Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL)
As we quickly approach the 2024 Annual Meeting on Thursday, November 21st, Cracker Barrel continues to mislead investors. Stockholders do not need to read between the lines, they only need to read the Company's actual lines.
What Cracker Barrel says about its $700 million plan on the Eve of the Annual Meeting:
"Sardar Biglari continues to misrepresent Cracker Barrel's capital spending plan. We are NOT spending $600 - $700 million on store remodels over the next three years as Mr. Biglari falsely claims. Our strategic plan contemplates spending $225 - $325 million in incremental capital (i.e., over and above our normal rates of capital spending). Store remodels are only a part of this incremental amount. Other investments include improvements to our technology and highly successful loyalty program in order to drive traffic." (November 19, 2024 Press Release)
What Cracker Barrel Previously said about its $700 million plan:
"Capital expenditures over the three-year period of fiscal 2025 through fiscal 2027 of approximately $600 million to $700 million, which assumes the Company's store remodel initiative accelerates significantly following the test of 25-30 stores in fiscal 2025." (May 16 Cracker Barrel Press release)
"For the three-year period, we anticipate total capital expenditures of $600 million to $700 million. This comprises the following amounts per year, approximately $160 million to $180 million in fiscal 2025, approximately $180 million to $220 million in fiscal 2026, and approximately $260 million to $300 million in fiscal 2027." (May 16 Cracker Barrel Call – Craig Pommells, CFO Cracker Barrel)
The Cracker Barrel investment into technology and tablets has been mentioned in strategic plans since 2017. Why is the Company failing to execute? Why is the Board failing to provide proper oversight?
A Recurring Theme: What Cracker Barrel has been Saying for Seven Years
Fourth Quarter 2017 Cracker Barrel Earnings Call: "We anticipate that capital expenditures for the year will be in the range of $150 million to $160 million. The increase in our capital expenditures plan includes …..key initiatives to support our three-year strategic plan. These initiatives include off-premise, specialty coffee beverages, POS system and server tablets, to name a few."
What Cracker Barrel Says on the Eve of the Annual Meeting:
"Carl Berquist and Meg Crofton are change agents for the Board and the business, while also serving as important sources of stability and institutional knowledge." (November 19, 2024 Press Release)
The Reality:
The two directors presided over a near 70% destruction in Cracker Barrel's value. That is not a source of stability. Sardar Biglari has more institutional knowledge of Cracker Barrel and its operations than any other Director.
Cracker Barrel stockholders have a clear choice before them: take a chance on the two incumbents who have overseen the destruction of almost 70% of the stock's value or elect the two people who are best suited to help execute a turnaround and deliver accountability and proper oversight.
Vote the GOLD Card for Milena Alberti-Perez and Sardar Biglari.
LEBANON, Tenn., Nov. 21, 2024 /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 all 10 of Cracker Barrel's recommended nominees to the Company's Board of Directors at the 2024 Annual Meeting of Shareholders ("Annual Meeting"): Carl Berquist, Jody Bilney, Meg Crofton, Gilbert Dávila, John Garratt, Michael Goodwin, Cheryl Henry, Julie Masino, Gisel Ruiz, and Darryl "Chip" Wade. Sardar Biglari and Milena Alberti-Perez – who were nominated by entities Mr. Biglari controls and not recommended by the Board – did not receive sufficient shareholder support to be elected.
The Cracker Barrel Board issued the following statement:
We thank our shareholders for their constructive engagement over the past several months, and their overwhelming support today.
During the course of our engagement, we were heartened by how many shareholders understood and expressed support for the strategic imperatives that we are pursuing. We take seriously the trust they've placed in our directors to oversee the continued momentum of the Company's strategic transformation plan. We are encouraged by the early favorable results across our operations as the plan takes hold and remain confident that we are on the right path to return Cracker Barrel to growth and meaningful value creation for all shareholders. We look forward to continuing to engage with the Company's shareholders as we work to ensure Cracker Barrel thrives today, tomorrow, and well into the future.
We welcome Michael Goodwin to the Board and believe his decades of IT and strategic leadership will prove to be of great value in our boardroom. We also thank Tom Barr, who did not stand for re-election to the Board, for his service to Cracker Barrel's Board for more than 12 years.
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.
Nov. 21, 2024: Board fights with investor Sardar Biglari
Cracker Barrel shareholders hand Sardar Biglari another defeat
The dissident investor failed to get himself and an ally onto the family-dining chain's board, giving management's strategic plan a bright green light.
Shareholders of Cracker Barrel Old Country Store have voted against the addition of fellow investor Sardar Biglari to the family-dining chain’s board, according to a preliminary tally of ballots, handing the outspoken dissident his seventh failure in as many attempts to change the company’s direction.
An ally of Biglari, former Getty Images executive Milena Alberti-Perez, was also denied a seat. But included among the 10 candidates who received a majority of yea votes from shareholders was Michael Godwin, the PetSmart veteran who was originally nominated for a seat by Biglari. Management and the board responded favorably to the nomination and swapped Godwin onto the roster of candidates who were recommended for seats. Tom Barr, a 12-year veteran of the board, withdrew his name from the management-favored slate to make room for Godwin.
In addition to Godwin, the winning 10-person slate included:
Two Bilgari and his team “believe bear responsibility for Cracker Barrel’s past failures
Carl Berquist
Meg Crofton
Jody Bilney — Former nominee of Bulgaria’s but “since sided with Cracker Barrel’s management”
Gilbert Dávila,
John Garratt,
Cheryl Henry,
Julie Masino,
Gisel Ruiz
Chip Wade.
Bilney was a past nominee of Biglari’s, but she has since sided with Cracker Barrel’s management in its differences with Biglari, who controls 9.3% of Cracker Barrel shares.
The most crucial point of contention has been a $700 million-plus plan to rejuvenate the Cracker Barrel brand. Full implementation of the strategy, which leaves little of the brand’s appearance and operations untouched, is expected to take three years.
Biglari has contended that the earmarked capital should instead be channeled to shareholders. He has also called for the sale of Maple Street Biscuit Co., a potential growth chain that currently generates no more than 2% of Cracker Barrel’s revenues.
“We were heartened by how many shareholders understood and expressed support for the strategic imperatives that we are pursuing,” Cracker Barrel’s current board said in a statement. “We take seriously the trust they’ve placed in our directors to oversee the continued momentum of the Company’s strategic transformation plan.”
A group representing Biglari did not respond to a request for comment by the time of this posting. Nor has any response been posted on EnhanceCrackerBarrel.com, a website erected by Biglari to communicate his positions in the proxy fight that raged right up to the shareholder vote. He has sporadically aired criticisms of Cracker Barrel’s management and board over the past 13 years.
A virtual annual meeting of Cracker Barrel shareholders was convened this morning. The company will report full first-quarter financial results on Dec. 4.
Peter Romeo has covered the restaurant industry since 1984 for a variety of media. As Editor At Large for Restaurant Business, his current beats are government affairs, labor and family dining. He is also the publication's unofficial historian.
Jan. 13-15, 2025: Puts narrative of success forward
CRACKER BARREL APPOINTS NEW AGENCY PARTNERS TO SUPPORT BRAND REFRESH
ROOTED IN 55 YEARS OF TRADITION, CRACKER BARREL'S RICH HISTORY PAVES THE WAY FOR A NEW CHAPTER OF GROWTH
Cracker Barrel Old Country Store, Inc. ("Cracker Barrel" or the "Company") (Nasdaq: CBRL) today announced it has appointed industry-leading agencies to support its brand refresh, an important milestone in Cracker Barrel's journey to strengthen its connection with both loyal and new guests. Grounded in a rich history of country hospitality, the refresh is guided by extensive guest research and data-driven insights to enhance the Cracker Barrel experience while preserving the authentic charm that has made the brand a beloved destination for generations of families.
"Since 1969, Cracker Barrel has greeted guests with a warm welcome and craveable food, but as guest expectations evolve, we're embarking on an exciting journey to refresh our brand," said Sarah Moore, Cracker Barrel Chief Marketing Officer. "This is a beloved brand with strong emotional ties, so it was paramount that we selected the right expertise to help us define our evolved identity. This collaborative team plays a key role working with our internal team to craft the next chapter of our brand story—one that resonates with loyal guests while welcoming new ones to our table."
The brand refresh, which is currently underway, includes visual elements, reimagined restaurant spaces, and innovative food and retail offerings – all while honoring the authentic hospitality and warmth that keeps guests falling in love with the brand.
The agencies are:
Prophet, a global strategic and creative growth consultancy, is partnering with Cracker Barrel to refresh the brand and create engaging guest and employee experiences. In collaboration with Cracker Barrel, they are focused on shaping a new brand vision that will enhance market share while preserving the Company's unique heritage. This new strategy will inform brand communication, restaurant redesigns, brand marketing campaigns and a redefined employee value proposition.
Viral Nation, the leader in social-first innovation, supports social media transformation for the brand, scaling reach, engagement, and ROI with advanced social-first strategies and proprietary AI-powered technology. The agency will develop end-to-end social media marketing solutions; curate, launch, and create innovative, high-volume content to resonate with new, socially-native audiences while maintaining engagement with Cracker Barrel's core audience. This partnership will fuel the Company's growth goals, expanding its digital presence and evolving the brand's positioning within culture.
Blue Engine, a leading global strategic and creative communications firm, supports company storytelling, consumer public relations, experiential marketing and strategic partnerships. This team will ensure consistent messaging across all stakeholder groups and elevate Cracker Barrel's storytelling through earned media, special events, and innovative partnerships that bring Cracker Barrel's redefined brand vision to life in new and exciting ways.
March 3, 2025
Cracker Barrel Shakes Up Agency Roster Amid Brand Refresh
The chain has enlisted Blue Engine, Prophet, Viral Nation to continue a brand overhaul that began last May
Communications firm Blue Engine will be Cracker Barrel’s AOR for public relations, experiential marketing, and partnerships.
Prophet will work on Cracker Barrel’s brand marketing efforts, such as brand communication, restaurant redesigns, brand marketing campaigns, and a redefined employee value proposition.
And Viral Nation will focus on social media, creating high-volume content to expand Cracker Barrel’s digital presence and evolve its position in culture.
The new agency roster comes as the homestyle restaurant chain continues a brand overhaul that began in May 2024.
Blue Engine, an independent firm launched by ICR in 2023, will work to elevate Cracker Barrel's storytelling through earned media, events and partnerships that bring the chain’s redefined brand vision to life, the company said in a statement.
The agency started working with Cracker Barrel at the end of 2024 alongside the brand’s other new agency partners: Prophet and Viral Nation, which are working with Cracker Barrel on guest and employee experiences and social media transformation, respectively.
At Blue Engine, a team of five is working on the account, led by president Seth Grugle.
The brand refresh includes visual elements, reimagined restaurant space and food and retail offerings, according to Cracker Barrel.
It said:
Created by ICR in 2023, Blue Engine was formed through the combination of the agency’s consumer lifestyle team with members of consumer communications firm Bullfrog + Baum.
ICR is a New York-based strategic communications and advisory agency founded in 1998. Clients include Abbott Labs, Mobileye, Burger King, ADT, Shake Shack, Peloton, Agilent Technologies, Lululemon and Zoom.
Prophet is focused on shaping a brand vision that will enhance market share while preserving the company's heritage. The new strategy will inform brand communication, restaurant redesigns, brand marketing campaigns and a redefined employee-value proposition, according to the company.
Viral Nation is supporting social media transformation, scaling reach, engagement and return on investment with social-first strategies and proprietary AI-powered technology. The agency will develop social media marketing services and curate, launch and create content to resonate with socially native audiences while maintaining engagement with Cracker Barrel's core audience.
May 6, 2025: Promoted interview with CMO
May 16, 2025: CMO Sarah Moore with Sue Frogley, Global CEO of Talon
13:33: "I mean, so much excites me about what we're doing at Cracker Barrel. We are in this really interesting place where we're driving consideration and reconsideration across a lot of new audiences, and we're evolving in a way that is unbelievably thoughtful. We started off great—this isn’t about changing who we are. It’s just about stepping into the spotlight in a different way.
I’m really excited about where we're leaning in, how we're getting smarter about how we're engaging our customers. Our core guest—the loyalist who loves us so deeply—they are at the center of everything that we’re doing. You mentioned our country charm—none of that is changing. Everything you love about the brand, from the biscuits to the rocking chairs, is still very much there. It's really about opening that door wider.
We like to say there’s this component of 'if you know, you know' with our brand, and more people need to know. Because when you do walk in—especially if you haven’t been in a long time—you have that moment of, 'Wow, I had no idea.' And so again, we’re deeply rooted in who we are and evolving in a way that more people love us the way so many already do."
15:03: "Okay, so sadly, I need to wrap it up. I think everybody would agree that Cracker Barrel proves how powerful out-of-home can be—when it’s done right. All of us at Talon are very privileged and lucky to partner with you. You really get it. It’s a brand that really gets out-of-home. So I want to say a big thank you to Sarah for taking the time, in the rain, and just sharing your thoughts with us today."
CRACKER BARREL TEAMS UP WITH COUNTRY MUSIC STAR JORDAN DAVIS TO INVITE GUESTS TO DISCOVER “ALL THE MORE” THIS FALL
08/18/2025
New creative campaign features a refreshed look and feel, delicious new dishes, returning classics and a nationwide offer focused on the goodness of country hospitality
LEBANON, Tenn., August 19, 2025 – Cracker Barrel (Nasdaq: CBRL), the beloved restaurant and retail brand known for serving up more than a meal, today launched a new fall menu creative campaign that celebrates more than 55 years of country hospitality and positions the iconic American brand for the future.
The campaign spotlights “All the More” that today’s guests – both current and soon-to-be – can discover and love at Cracker Barrel, including crave-worthy new and returning menu items, refreshed restaurant remodels, an enhanced brand look and feel, a limited-time offer and, of course, music from celebrated country music artist Jordan Davis himself, who helps bring it all to life – and to the table for breakfast, lunch, and dinner.
“We believe in the goodness of country hospitality, a spirit that has always defined us. Our story hasn’t changed. Our values haven’t changed. With ‘All the More,’ we’re honoring our legacy while bringing fresh energy, thoughtful craftsmanship and heartfelt hospitality to our guests this fall,” said Sarah Moore, Chief Marketing Officer of Cracker Barrel.
Since 1969, Cracker Barrel has delivered heartfelt service, homestyle food and an unmatched dining experience. With nearly 660 locations nationwide, the brand remains a go-to for guests seeking community, comfort and special moments they can carry with them long after they leave. Its more popular menu offerings like farm fresh scrambled eggs and buttermilk biscuits even serve as inspiration behind the hues of a refreshed color palette featured in the new campaign. Anchored in Cracker Barrel’s signature gold and brown tones, the updated visuals will appear across menus and marketing collateral, including the fifth evolution of the brand’s logo, which is now rooted even more closely to the iconic barrel shape and word mark that started it all.
Like Cracker Barrel, Davis draws from his country roots that shape his music and taste buds. With a U.S. concert tour currently underway, Davis turns to Cracker Barrel for a hot and delicious meal and the kind of country hospitality that feels like home – wherever he is.
“Cracker Barrel has always felt like home to me. It’s where the food hits just right, the people treat you like family, and the pace lets you slow down and take a breath,” said Davis. “That’s something I try to bring into my music too; real moments that feel good and bring people together. I’m proud to be part of this next chapter and to celebrate what makes Cracker Barrel so special to so many.”
To kick-off the partnership, Cracker Barrel and Jordan Davis will host “A Taste of Country, Anytime” event on Thursday, Aug. 21 in New York City. The event will bring the full Cracker Barrel country hospitality experience to the big city, complete with entertainment on the front porch, rocking chairs, classic Cracker Barrel games and crave-worthy food.
In addition, just following the event, Cracker Barrel will spread even more country hospitality coast to coast by treating everyone across America to a complimentary Classic Side with any purchase* from August 23 – 24, just for being part of the family.
With “All the More” to see, taste and experience at Cracker Barrel, a new seasonal menu inspired by fall flavors – and fan favorites – is also available nationwide starting today that includes:
BREAKFAST
Uncle Herschel’s Favorite®– Back by popular demand, this beloved, fan-favorite includes two eggs cooked to order with your choice of Sugar Cured Ham, Country Ham, Grilled or Fried Catfish Fillet, Crispy Tender Dippers or – for the first time ever – a premium New York Strip Steak available for an upgrade, served with Hashbrown Casserole or Fried Apples, Buttermilk Biscuits, Sawmill Gravy and Grits.
Sausage & Egg Hashbrown Casserole – A double portion of our signature Hashbrown Casserole is layered with Colby cheese, served over Sawmill Gravy with scrambled eggs and a flavorful blend of crumbled smoked sausage, onions, red peppers, and green chiles, topped with crispy fried onions, diced tomatoes, and green onions, with a side of Buttermilk Biscuits.
Bacon & Egg Hashbrown Casserole – Scratch-made Hashbrown Casserole hot off the grill is layered with pieces of crispy bacon, farm-fresh scrambled eggs, melted Colby cheese, fried onions, diced tomatoes, and green onions, with Buttermilk Biscuits on the side.
Butter Pecan French Toast Bake – Thick-cut country bread is soaked in vanilla custard, topped with cheesecake filling, baked ‘til golden, with your choice of bacon or sausage. Praline pecan streusel and butter pecan syrup available as an upgrade.
LUNCH & DINNER
Herb Roasted Chicken – A half chicken, seasoned and slow-roasted in the oven until golden, crispy perfection and topped with a lemon herb butter sauce. Served with mashed potatoes, choice of classic side, and Buttermilk Biscuits or Corn Muffins.
Hashbrown Casserole Shepherd’s Pie – Slow-braised pot roast and gravy with carrots, peas, onions, celery, and mashed potatoes, topped with a crispy griddled Hashbrown Casserole crust, sour cream, diced tomatoes, and green onions, and hand-rolled Buttermilk Biscuits on the side.
Slow-Braised Pot Roast – A family classic featuring slow-roasted rib roast, carrots, onions, and celery in a savory, homestyle gravy with mashed potatoes, choice of classic side, and Buttermilk Biscuits or Corn Muffins.
SIPS & SWEETS
Butter Pecan Sticky Buns – Warm, tender sweet dough in our butter pecan sauce and baked with a gooey praline pecan topping.
Cinnamon Roll Skillet – Freshly baked mini cinnamon rolls with a gooey cinnamon filling and topped with cream cheese icing.
Brown Sugar Latte – A seasonal take on the classic latte with sweet brown sugar sauce, espresso, and steamed milk, topped with whipped cream and drizzled with butter pecan syrup (served hot or cold).
Wild Berry Tea – A blend of freshly brewed iced tea bursting with flavors of juicy wild berries.
To learn more about Cracker Barrel, the new seasonal menu or to see the updated creative, please visit CrackerBarrel.com, and be sure to follow on Instagram and TikTok.
*One (1) Free Individual Classic Side (up to $3.99 retail value, exclusive of tax) with a qualifying in-restaurant purchase (“Promotion”) made on Saturday, August 23, 2025, through Sunday, August 24, 2025 (“Promotion Period”). Employees of Cracker Barrel Old Country Store, Inc. are eligible for this Promotion. Qualifying purchases for this Promotion are dine-in restaurant purchases made during the Promotion Period, excluding taxes, gratuity, and purchases of Gift Cards and alcoholic beverages (“Qualifying Purchases”). Online and to-go purchases are not eligible. Offer is not available for Premium Sides or a la cart meat/meat Breakfast Sides. One free item per check. Has no cash value. Cracker Barrel reserves the right to modify or terminate this offer without notice at any time. Only available while supplies last. Additional restrictions may apply. Void where prohibited by law. Visit www.crackerbarrel.com to find a location near you.
About Cracker Barrel
Cracker Barrel is on a mission to bring the goodness of country hospitality to life through abundant portions of craveable homestyle food and one-of-a-kind retail finds for all guests, serving up more than a meal to make everyone feel welcome. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate nearly 660 company-owned Cracker Barrel Old Country Store® locations in 43 states and own the fast-casual Maple Street Biscuit Company. For more information about the company, visit CrackerBarrel.com.
Cracker Barrel, a chain once beloved for its cozy, grandma sentiment, and that iconic “man-and-barrel” icon is being retro fitted into bland modernity by new CEO Julie Felss Masino. It’s like taking a vintage Chevy and installing clown rims and a neon paint job only more painful.
First, she guts the soul rips out the iconic man leaning on a barrel, that symbol everyone grew up with since 1977 and replaces him with a text-only logo. Yes, plain, like a blank cookie still recognizable, but utterly devoid of flavor. The gold and brown colors remain, for now, but now Cracker Barrel looks like the generic diner down the road on cheaper.
Then comes the store facelift with brighter lights, softer tones, minimal clutter a $700 million makeover to modernize the space. Bold move. But with a sterile “Instagrammable” space, you destroy the country charm that made Cracker Barrel worth visiting.
And oh, the customers aren’t just rolling their eyes they’re kneecapping the brand. The reaction is savage. Social feeds are filled with outraged posts: “They didn’t just lose a logo they lost their soul.” Some are even threatening boycotts.
Guess what: Investors are dialing up that outrage, too. The stock took a nosedive reports vary from a 7% drop to over 12% in a single day, and roughly 16% for the week. Talk about ROI on modernizing!
As someone who grew up spending my summers in Nashville, attending college in Tennessee and watching my guido friends in NJ turn country just so they can eat at the Cracker Barrel in west NJ I am so disappointed that the board decided to hire someone so out of touch with what their customers want, what drives new traffic, keeps legacy customers happy and for the reasons I bring my kids to our local location once a month.
This is just another example of why change is not always necessary. I don’t think this will be as big of a downfall than we saw Anheuser-Busch and Bud Light but social media thinks it could be way worse. Who knows. Maybe Hooters of America will start having their staff wear parkas, turn the AC on full blast and start airing chess tournaments, or maybe Sprinkles will start serving beer or maybe just maybe CEC Entertainment will not served left over pizza (Sorry chuckie my kids still love you), but at least Dave & Buster's Inc. seems like they are figuring it out!
