December 12, 2002
Record Shareowner Vote Prompts Cracker Barrel to Bar Sexual Orientation Discrimination
by William Baue
Reversing more than a decade of opposition, Cracker Barrel's parent company bars sexual orientation
discrimination in it Equal Employment Opportunity policy.
The infamous shareowner resolution calling on Cracker Barrel Old Country Stores' parent company CBRL Group (ticker:
CBRL) to bar sexual orientation discrimination, first filed more than a decade ago, has finally
achieved its objective. The resolution received 58 percent support from voting shareowners at CBRL
Group's November 26 annual meeting, the highest shareowner vote ever on a social policy resolution.
CBRL's board of directors voted immediately and unanimously to amend its Equal Employment
Opportunity (EEO) policy to include protection against sexual orientation discrimination.
"This is a milestone," said Shelley Alpern, assistant vice president at Trillium Asset Management and co-chair for
shareholder activism at the Equality
Project, a group that advocates barring sexual orientation discrimination in corporate EEO
policies. "Cracker Barrel, which once was the very face of anti-gay bigotry, has finally
acknowledged that its lesbian and gay workers are part of the mainstream of the American
The controversy that prompted this resolution dates back to 1991, when Cracker
Barrel's then vice president of human resources issued a memo without senior corporate approval.
"It is inconsistent with our concept and values, and is perceived to be inconsistent with
those of our customer base, to continue to employ individuals in our operating units whose sexual
preferences fail to demonstrate normal heterosexual values which have been the foundation of
families in our society," the memo stated.
Cheryl Summerville was one of at least 11
employees who lost their jobs due to this policy. "This employee is being terminated due to
violation of company policy," her pink slip stated. "The employee is gay."
later retracted this policy, but refused to bar sexual orientation discrimination. In 1992, the New York City Employees' Retirement
System (NYCERS) filed a shareowner resolution asking for the addition of sexual orientation to
the company's EEO policies. NYCERS, the pension fund for more than 351,000 active and retired
employees of the City of New York, has over $32 billion in total assets as of June 30, 2002.
While shareowner resolutions often raise awareness of social and environmental issues, a few
prompt the U.S. Securities and Exchange Commission
(SEC) (SEC) to name a rule after it. Such was the case with the so-called Cracker Barrel
Rule instituted by the SEC in response to the company's request to omit the resolution from its
proxy under the "ordinary business" rule. The SEC not only ruled that Cracker Barrel could omit
the resolution, but also it used this decision as a springboard to disallow all shareowner
resolutions regarding employment issues as "ordinary business" under management's purview, not
It was not until 1998 that the SEC retracted the Cracker Barrel
Rule in the wake of lawsuits and pressure from institutional shareowners and shareowner rights
advocates. NYCERS, which had refiled the resolution in 1999, did not file in 2000 because it was
engaged in a good faith discussion with the company over implementation. However, when the company
chose not to add sexual orientation protection to its EEO policy, NYCERS refiled the resolution yet
again in 2001. The resolution received 17.8 percent support last proxy season.
hope to continue to push additional companies to enact other non-discriminatory policies in the
future," said New York City Comptroller William C. Thompson, custodian of NYCERS.
Pressure from social investors has recently prompted numerous companies to update their EEO
policies to protect against sexual orientation discrimination. Such companies include Lockheed Martin
Roll (TR), American International Group (AIG),
and Home Depot
(HD). Each of these victories is significant, but the Cracker Barrel's reversal is momentous.
With investors becoming increasingly aware of the power of their proxy votes, the Cracker Barrel
vote could be a harbinger of future shareowner victories.