Jack in the Box (JACK) Proxy Filing summary

Executive summary

• Shareholders are urged to vote for all 10 director nominees and all company proposals at the 2026 annual meeting using the WHITE proxy card.

• Institutional Shareholder Services (ISS) recommended voting for all company nominees, citing constructive engagement and appropriate board refreshment.

• The company highlights progress on its "JACK on Track" plan, including the sale of Del Taco, focus on franchisee economics, capital preservation for growth, and debt reduction.

• The board asserts that the dissident campaign led by Biglari Capital is driven by personal interests, not shareholder value.

• Forward-looking statements address risks such as competition, consumer trends, and regulatory complexities.

Voting matters and shareholder proposals

• Shareholders are encouraged to vote for all 10 director nominees and all company proposals.

• The annual meeting is scheduled for February 27, 2026.

• ISS supports the board's nominees, including the independent chair, and finds no urgency for board changes.

Board of directors and corporate governance

• Three new independent directors have joined in the past three years, including appointments from a cooperation agreement with a major shareholder.

• The board is described as independent, refreshed, and possessing critical skills in restaurant operations, consumer brands, and finance.

• Board chair David Goebel extended his service by one year at the request of the board and CEO to oversee the "JACK on Track" plan.

• Goebel's experience includes leadership roles at Applebee's, Boston Market, and as a franchise operator and advisor.