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 February 27, 2026 Annual Meeting, using the WHITE proxy card.

• The Board highlights recent strategic actions, including new leadership appointments and the launch of the "JACK on Track" turnaround plan.

• The Board expresses confidence in its current composition and management, emphasizing the importance of continuity during the turnaround.

• The Board opposes a "vote no" campaign led by Biglari Capital Corp., characterizing it as self-interested and disruptive.

• Forward-looking statements address risks and uncertainties, including competition, franchisee relations, and operational challenges.

Voting matters and shareholder proposals

• Shareholders are asked to vote for all 10 director nominees and all company proposals on the WHITE proxy card.

• The Board specifically requests support for David Goebel, Independent Chair, whose continued service is deemed critical.

• The Board urges shareholders to disregard any gold proxy card from the Biglari Group.

Board of directors and corporate governance

• David Goebel, with extensive franchise and governance experience, is highlighted as essential for the company's turnaround.

• The Board has added three independent directors in the past three years, including two in November 2025 as part of a cooperation agreement with a major shareholder.

• The Nominating and Governance Committee requested Goebel extend his service through the 2027 Annual Meeting for continuity.

• The Board has engaged in an orderly refreshment process to bring in new expertise.