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Jack in the Box (JACK) investor relations material
Jack in the Box Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary23 Dec, 2025
Executive summary
Biglari Capital, owning 9.97% of shares, is soliciting proxies to elect its nominee, Douglas Thompson, to the Board, alongside nine unopposed company nominees, at the 2026 virtual annual meeting.
The solicitation is in response to perceived long-term underperformance, poor capital allocation, and entrenched board practices, including the adoption of a poison pill and failed M&A activity.
Biglari criticizes the Board's tenure, strategic missteps, and the significant loss from the Del Taco acquisition and sale, arguing for board refreshment and improved alignment with shareholder interests.
The proxy contest follows failed attempts by Biglari to engage constructively with the Board and management, culminating in the nomination of Douglas Thompson.
Voting matters and shareholder proposals
Proposals include: election of directors, ratification of KPMG as auditor, advisory vote on executive compensation (Say on Pay), amendment to the 2023 Omnibus Incentive Plan, and ratification of the Stockholder Protection Rights Agreement.
Biglari recommends voting FOR its nominee and the nine unopposed company nominees, FOR auditor ratification, and AGAINST Say on Pay, the incentive plan amendment, and the poison pill.
Voting is via a universal proxy card, allowing shareholders to select any combination of up to ten nominees.
Board of directors and corporate governance
The Board consists of ten directors, with four having an average tenure of over 17 years, which Biglari claims has led to strategic missteps and value destruction.
Biglari's nominee, Douglas Thompson, brings extensive restaurant industry experience and is considered independent under NASDAQ standards, subject to Board determination.
Biglari criticizes the Board for adopting defensive measures, such as a poison pill, and for entering a cooperation agreement with GreenWood Investors.
Detail the Del Taco acquisition's $460M loss.
How does the poison pill limit JACK's stock price?
Justify opposing the 2023 Incentive Plan increase.
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Next Jack in the Box earnings date
Q1 202624 Feb, 2026
Next Jack in the Box earnings date
Q1 202624 Feb, 2026
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Frequently asked questions
Jack in the Box Inc operates and franchises a chain of quick-service restaurants serving burgers, tacos, sandwiches, salads, and breakfast items. It operates primarily in the United States through company-owned and franchised locations. The company is headquartered in San Diego, California, and its shares are listed on the NASDAQ.
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