Cracker Barrel Old Country Store, Inc. · NASDAQ:CBRL
Cracker Barrel Old Country Store — Proxy Contest (November 2025)
27 slides from Cracker Barrel Old Country Store's proxy contest presentation, Nov 3, 2025
Slide 1: Setting the Record Straight
Setting the Record Biglari Capital Corp. Straight October 31, 2025
Slide 2: Legal Disclaimer
Legal Disclaimer The materials contained herein (the “Materials”) represent the opinions of Biglari Capital Corp. and its affiliates (collectively, “Biglari Capital,” “us,” “we”) and are based on publicly available information with respect to Cracker Barrel Old Country Store, Inc. (“Cracker Barrel,”
Slide 3: Cracker Barrel's Plan is Not Working
Cracker Barrel’s Plan is Not Working 3
Slide 4: Cracker Barrel attempted to rebrand the Company into management's own personal values
Cracker Barrel attempted to rebrand the Company into management’s own personal values rather than respect its customers’ values Focus on DEI and Pride Transformation Plan Launch party in NY City Branding and marketing where Cracker Barrel has strategy built by a San ZERO stores Francisco agency http
Slide 5: The Board's claim that the Transformation Plan is Working is just false
The e Board’s s claim m thatt the e “Transformation n Plan n is s Working”” is s justt false Source: Cracker Barrel Investor Presentation October 28, 2025 5
Slide 6: The Plan is not working: Raising prices and lowering quality affected value proposition
The Plan is not working: Raising prices and lowering quality of product and service has affected value proposition 1 2 3 4 Source: Wells Fargo Research Report dated October 17, 2025 6
Slide 7: The Plan is not working: further deterioration in guest traffic trends
The Plan is not working: … And caused further deterioration in guest traffic trends 1 2 3 4 Source: Wells Fargo Research Report dated October 17, 2025 7
Slide 8: Comparable store restaurant sales were solely driven by menu price increases
The e Plan n is s not working:: Crackerr Barrel’s s comparablee samee store e restaurantt sales s (SSS)) were e solelyy drivenn byy menu u price e increasess – ann unsustainable e strategy Cracker Barrel’s claim that its Reality:: Crackerr Barrell is s caughtt in n a vicious s cycle e off Transforma
Slide 9: Independent analyst also questions the validity of management's strategy
Thee Plan n is s not working:: Independentt analystt also o questions s the e validityy off management’s s strategy CBRL's s fundamentalss have e deteriorated, the consumer is resisting changes, & there is considerable uncertainty around both NT trends, as well as the path forward to stabilize traff
Slide 10: Focus on FY2025 is misleading: guidance implies massive declines in FY2026
Crackerr Barrel’s s focuss on n FY20255 is s misleading:: itt ignoress the e Company’s s guidance e which h implies s massive e Nett Incomee and d Adj.. EBITDA A declines s in n FY2026 Reality:: Nett incomee expected d to o decline e (74%)) and d Adj.. Crackerr Barrel's s Claim m ‘Encouraging g Resu
Slide 11: Focus on FY2025 aimed at hiding massive value destruction by CEO
Crackerr Barrel’s s focus s on n FY2025 5 is s aimed d att hiding g massive e value e destruction n byy CEO O Julie e Masino o Guestt Traffic c growth h underr CEO O Julie e Masino Markett Cap p change e underr CEO O Julie e Masino's s leadership p FY23 FY24 FY25 FY26E (Millions) $2,004.0 32.3% Decl
Slide 12: Rebrand failed, new store investments were a poor use of capital
Crackerr Barrell rebrandd failed,, new w store e investments s were e a poorr use e off capital,, and d maintenance e spend d appears s excessive Reality:: High h unitt costs s and d sub-optimall return n on n Crackerr Barrel’s s claims s aboutt Capitall Expenditures investment According to FY 2025
Slide 13: FY2026 capex will result in a 24% decline in Adj. EBITDA
Looking ahead, the $135 million -150 million of estimated FY2026 capex will result in a 24% decline in Adj. EBITDA and up to 7% loss in guest traffic - according to Cracker Barrel’s guidance Transformation Cracker Barrel’s Plan Expenditure claims about Capital ($ in millions) FY2025A FY2026E FY2027E
Slide 14: CEO Julie Masino has overseen massive value destruction
CEO O Julie e Masino o has s overseen n massive e value e destruction TCracker ransformation nsPlan Reality: Removal of the Architect of the Failed r Barrel's Claim Transformation Plan is What the Company Needs > Since assuming the role of CBRL Daily Stock Price CEO-elect in August 2023, (during the
Slide 15: CEO Julie Masino's lack of understanding of the Cracker Barrel brand is evident
CEO O Julie e Masino’s s lack k off understanding g off the e Crackerr Barrell brand d is s evidentt TCracker ransformation nsPlan Reality: Removal of a Failed CEO with Questionable r Barrel's Claim Brand Knowledge will Help Save Cracker Barrel > Beyond the failures associated with her signature Tra
Slide 16: Gilbert Dávila can hardly be considered a highly qualified director
Gilbertt Dávila a can n hardlyy be e considered d a highlyy qualified d directorr on n the e Board d in n ourr view Transformation Plan Reality: Gilbert Dávila has No Other Public Company Crackerr Barrel's s Claim Board Experience and Has Seemingly Failed in His Only Area of Expertise > Gilbertt Dáv
Slide 17: As Compensation Committee Chair, Dávila failed to create an accountable CEO pay plan
As s Compensation n Committee e Chair,, Gilbertt Dávila’s s has s failed d to o create e a CEOO payy plan n thatt promotes s accountabilityy to o Transformation n Plann milestones s andd shareholderr returns Transformation Reality: As Chair of the Compensation Committee, s Plan Crackerr Barrel's Cla
Slide 18: The adopted bylaws restrict shareholder rights and entrench directors
The e adopted d bylaws s restrictt shareholderr rights s and d entrench h directors CTransformation rackerr Barrel's Plan s Claim Reality: Censoring Future Dissent via Financial Threats and Waiting Periods Harms Shareholder Democracy > We believe that both of these bylaws place the Board and managem
Slide 19: The choice is clear
The choice is clear • Cracker Barrel launched its Transformation Plan in May 2024 in an attempt to make the Company more relevant by reenvisioning its brand. Transformation Plan Reality • However, this was a profound blunder as both the rebranding of Cracker Barrel elicited widespread backlash from
Slide 20: Setting the Record Straight about Sardar Biglari
Setting the Record Straight about Sardar Biglari 20
Slide 21: Cracker Barrel's statements about Biglari Capital are false and misleading
Cracker Barrel’s statements about Biglari Capital are false and misleading: with ~ 3% ownership in the Company, we want Cracker Barrel to succeed Transformation Plan Reality: Sardar Biglari wants the best for Cracker Cracker Barrel’s Attacks on Sardar Biglari Barrel (“Company”) 9 This campaign is no
Slide 22: Cracker Barrel's statements about Biglari Capital are false and misleading (contd.)
Cracker Barrel’s statements about Biglari Capital are false and misleading: with ~ 3% ownership in the Company, we want Cracker Barrel to succeed (contd.) Transformation Cracker Barrel’s Plan Biglari Attacks on Sardar Reality: Sardar Biglari wants the best for Company 9 The Company continues to levy
Slide 23: Management is in the excuse business: bots are the latest excuse
Cracker Barrel’s management is in the excuse business: bots are now the latest excuse for its woes The Roulette Wheel of Excuses 9 When the public reacted with unprecedented outrage to the disastrous rebrand, what was the board’s response? It has blamed mysterious social media bots, as if the precip
Slide 24: Appendix
Appendix 24
Slide 25: Bylaw amendments restrict shareholder rights and signal disregard for oversight
The Board’s bylaw amendments restrict shareholder rights and signal disregard for shareholder oversight and governance best practices Proposal 6: Ineligibility Provision Proposal 7: Mutual Reimbursement Provision Prohibits the re-nomination of any nominee who fails to Establishes parameters for reim
Slide 26: Sardar Biglari's journey is a true American success story
Sardarr Biglari’s s journeyy is s a true e American n success s story "American values and traditions? Of course we are proud of that. Who wouldn’t be.. [My] family came [here] with nothing. I started with nothing but an idea. America is the best country on the planet. You can make dreams become rea
Slide 27: Sardar Biglari created value for Biglari Holdings shareholders
Sardarr Biglarii created d value e forr Biglarii Holdings s shareholders.. In n comparison,, Crackerr Barrel’s s Board d and d CEO O destroyedd valuee 10-yearr change e in n share e price 5-yearr Totall Shareholderr Return n as of September 17, 2025 (unaffected date) 10-yearss Currentt agoo (Octt 30
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