The proxy reveals continued fundamental deterioration (net income down ~32%, adjusted EBITDA down ~14%) and a CEO transition with costly severance. The shareholder proposal on blank-check preferred stock could gain traction given recent 51-58% support at peers, but the board's opposition and the company's activist history may limit its passage. Monitor the say-on-pay vote and any further activist activity from Biglari.
Price Chart
Executive Summary
Cracker Barrel filed its definitive proxy statement for the 2026 annual meeting, featuring a CEO transition from Julie Masino to David Deno, a say-on-pay proposal with 79.5% support last year, and a shareholder proposal seeking pre-approval for blank-check preferred stock issuances. The company's financial performance continued to deteriorate, with GAAP net income falling to $31.7M (from $46.4M) and adjusted EBITDA declining to $196.4M (from $227.8M), while the 2024 LTPP performance awards paid out at only 26.6% of target. The proxy also notes a waiver of the mandatory director retirement age for Chair Carl Berquist (age 75) and the board's recommendation to vote against the shareholder proposal.
Key Facts
- CEO transition: Julie Masino departed; David Deno appointed President and CEO effective August 10, 2026, with a $1M base salary and 125% bonus target
- FY2026 GAAP net income fell to $31.7M from $46.4M in FY2025; adjusted EBITDA declined to $196.4M from $227.8M
- 2024 LTPP performance awards paid out at only 26.6% of target due to -33.3% TSR over the three-year period
- Last year's say-on-pay vote received 79.5% support (including dissident votes against)
- Shareholder proposal from The Accountability Board seeks pre-approval for blank-check preferred stock issuances; board recommends AGAINST
- Board granted a one-year waiver of the mandatory retirement age (75) for Chair Carl Berquist
- Former CEO Masino received total compensation of $6.93M in FY2026, including a transition agreement with 2x salary and bonus severance
- New CEO Deno's employment agreement provides 2x salary and bonus severance, double-trigger change-in-control benefits, and two-year non-compete
Financial Impact
FY2026 GAAP net income $31.7M (down 31.7% YoY); adjusted EBITDA $196.4M (down 13.8% YoY); 2024 LTPP performance payout only 26.6% of target
Risk Factors
- Continued revenue and earnings decline with no clear turnaround catalyst
- CEO transition costs and potential for further management disruption
- Shareholder proposal on blank-check preferred stock could signal governance concerns even if it fails
- Dissident shareholder Sardar Biglari remains a persistent activist threat
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001104659-26-114062 |
| Document: 0001104659-26-114062-index-headers.html | 0001104659-26-114062 |
| Document: 0001104659-26-114062-index.html | 0001104659-26-114062 |
| Document: 0001104659-26-114062.txt | 0001104659-26-114062 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 20d ago | DEFA14A | $56.40 | awaiting T+20 | — | $68.29 (+21.09%) |
Oct 6, 2026 20d ago | DEF 14A | $56.40 | awaiting T+20 | — | $68.29 (−21.09%) |
Sep 23, 2026 4w ago | 8-K | $47.52 $65.75 | ▲ +38.36% | ▲ +37.68% | $68.29 (+43.72%) |
Sep 23, 2026 4w ago | Press Release | $47.52 $65.75 | ▲ +38.36% | ▲ +37.68% | $68.29 (+43.72%) |
Aug 19, 2026 9w ago | Court Ruling | $55.13 $45.06 | ▲ +18.27% | ▲ +18.15% | $68.29 (−23.88%) |
Aug 14, 2026 10w ago | Institutional Cluster | $59.04 $45.15 | ▼ −23.53% | ▼ −21.55% | $68.29 (+15.68%) |
Jul 27, 2026 13w ago | 8-K | $52.43 $58.02 | ▲ +10.66% | ▲ +7.36% | $68.29 (+30.26%) |
Jun 9, 2026 19w ago | 8-K | $44.49 $49.51 | ▲ +11.28% | ▲ +7.66% | $68.29 (+53.51%) |
Jun 1, 2026 21w ago | Court Ruling | $33.88 $54.63 | ▲ +61.25% | ▲ +62.82% | $68.29 (+101.60%) |
Mar 4, 2026 33w ago | 8-K | $30.81 $28.65 | ▲ +7.02% | ▲ +3.23% | $68.29 (−121.67%) |
US Market Status
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