Case | HBS Case Collection | January 2014 (Revised January 2014)

Showdown at Cracker Barrel

by Suraj Srinivasan and Tim Gray


In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a seat on the board, Biglari initiates a proxy fight in an attempt to win a board position and change the direction of Cracker Barrel's strategy. Two leading proxy advisory firms, ISS and Glass Lewis, disagree on supporting Biglari. One advises shareholders to vote Biglari to the board, while the other advises against it. Shareholders must decide.

Keywords: corporate governance; boards; Activist Investors; proxy battles; shareholder activism; peer firm; valuation; ratio analysis; Financial Accounting; financial analysis; board of directors; boards of directors; financial intermediaries; financial analysts; CEO Turnover; new CEO; peer groups; hedge fund; hedge funds; proxy contest; proxy fight; proxy advisor; proxy battle; financial statement analysis; financial strategy; Corporate Governance; Corporate Disclosure; Governing and Advisory Boards; Competition; Valuation; Business Strategy; Value Creation; Business and Shareholder Relations; Financial Reporting; Financial Statements; Retail Industry; Food and Beverage Industry; United States;


Srinivasan, Suraj, and Tim Gray. "Showdown at Cracker Barrel." Harvard Business School Case 114-026, January 2014. (Revised January 2014.)