Cracker Barrel Old Country Store (CBRL) Proxy Filing summary

Executive summary

• Board recognized post-pandemic underperformance and appointed Julie Masino as CEO in FY 2024 to lead a strategic transformation plan, supported unanimously by the Board, including a prior Biglari nominee.

• The transformation plan focuses on brand reinvigoration, operational changes, and five pillars: refining the brand, enhancing the menu, evolving the store and guest experience, winning in digital and off-premise, and elevating the employee experience.

• Early results show increased guest traffic, improved value scores, and positive momentum in remodeled stores and digital initiatives.

• Board urges support for its 10 recommended nominees, warning that electing Sardar Biglari and Milena Alberti-Perez would jeopardize ongoing progress.

Voting matters and shareholder proposals

• Shareholders are asked to vote for the Board’s 10 recommended nominees on the WHITE proxy card.

• Board opposes the election of Sardar Biglari and Milena Alberti-Perez, citing concerns over their alignment and qualifications.

• Board made multiple settlement offers to Biglari, including appointing two of his nominees, but Biglari rejected all offers, seeking a personal Board seat.

Board of directors and corporate governance

• Board has refreshed its composition, with 8 of 10 directors joining since 2017 and 2 originally nominated by Biglari.

• Board is majority independent, with separate CEO and independent chair roles, and diverse in gender and ethnicity.

• Board committees are fully independent, and directors are elected annually.

• Board has a history of engaging with shareholders and incorporating feedback into governance and succession planning.