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Cracker Barrel Board Shrinks After Investor's Failed CEO Push
26 Nov
Summary
- Board reduced from 10 to nine seats post-election.
- Sardar Biglari's attempt to oust CEO Julie Masino was unsuccessful.
- New bylaw changes aim to hinder future activist investor challenges.
Cracker Barrel's corporate board has contracted to nine seats following a recent shareholder vote. Activist investor Sardar Biglari's effort to remove CEO Julie Masino from the board was unsuccessful. However, Biglari's actions contributed to the failure of board member Gilbert Dávila's re-election bid, resulting in the board's reduction in size.
Despite Masino securing her board seat, the company has implemented significant bylaw changes. These amendments include provisions that penalize shareholders whose director nominees repeatedly fail to achieve a substantial vote percentage, potentially increasing the financial burden of future proxy fights for persistent activists like Biglari.
These strategic changes come after Biglari's eighth proxy challenge against Cracker Barrel in 15 years. He had cited issues with the CEO's handling of brand strategy changes earlier this year. The new bylaw modifications, particularly a cost-recovery clause, appear designed to deter future challenges and protect the company's existing leadership and strategy.
