Majority of retail investors were in favor of firing the CEO
SAN ANTONIO, Nov. 21, 2025 – Biglari Capital Corp. has issued a statement expressing its concerns regarding the re-election of Julie Felss-Masino as CEO of Cracker Barrel Old Country Store, Inc. (CBRL).
The statement follows a continued decline in Cracker Barrel’s stock price after the announcement of Ms. Masino’s re-election. Biglari Capital argues that Ms. Masino lacks credibility with both customers and retail stockholders, emphasizing that the majority of retail shareholders, perceived as the Company’s most engaged stakeholders, voted against her leadership.
A key point of contention raised by Biglari Capital centers on the voting behavior of index funds. They question why these funds seemingly contradicted the sentiment expressed by retail investors. The firm posits that when individuals invest in index funds, they often inadvertently delegate their voting rights to governance departments within these institutions. Biglari Capital suggests that these departments might operate under personal or political agendas that are misaligned with the economic interests of the fund’s investors. Furthermore, even with good intentions, these departments might rely on rigid checklists, hindering their ability to effectively evaluate and challenge a failing board. In essence, Biglari Capital implies a potential disconnect between the voting actions of index funds and the best interests of their underlying investors.
“The basic question ‘Do we have the right CEO?’ should have been an easy one to answer at Cracker Barrel,” states Biglari Capital. The firm advocates for reforms that would require index funds to mirror the voting patterns of non-passive investors proportionally, effectively indexing their votes on behalf of their investors. This proposition reflects a broader debate surrounding the influence of passive investment strategies on corporate governance and shareholder accountability.
Biglari Capital asserts that Cracker Barrel has struggled with ineffective leadership for an extended period, but characterizes the current CEO’s tenure as particularly detrimental. They point to negative customer traffic trends and anticipate continued weakness in this area. The firm concludes that meaningful change and value restoration will only commence when the Board acknowledges its misjudgment and replaces the CEO.
Beyond the specific claims, Biglari Capital’s statement highlights a growing unease among some investors regarding the performance of Cracker Barrel. The company has faced challenges in navigating changing consumer preferences, managing rising operating costs, and maintaining its brand identity in a competitive restaurant landscape. The criticisms leveled against the CEO likely reflect these broader concerns.
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