Jack in the Box (JACK) Proxy Filing summary

Executive summary

• Shareholders are urged to vote for all 10 director nominees at the 2026 annual meeting, with strong support from proxy advisory firms ISS and Glass Lewis for the board's recommendations.

• ISS and Glass Lewis both recommend supporting the company's shareholder rights plan, citing reasonable protections against entrenchment and abusive takeover tactics.

• The board highlights recent enhancements, constructive engagement with shareholders, and a settlement with GreenWood that added a new director.

• The board opposes a dissident campaign led by Biglari Group, emphasizing the importance of continuity and expertise during ongoing strategic initiatives.

• Forward-looking statements address risks related to growth, competition, labor, supply chain, and regulatory complexities.

Voting matters and shareholder proposals

• Shareholders are asked to vote for all 10 board nominees and in favor of the shareholder rights plan at the annual meeting on February 27, 2026.

• ISS and Glass Lewis support the rights plan, noting it protects against entrenchment and abusive tactics.

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

Board of directors and corporate governance

• The board has been recently refreshed, including the addition of Smolinisky through a settlement with GreenWood.

• The independent chair, David Goebel, postponed retirement at the new CEO's request, and his re-election is considered critical.

• The board is recognized for constructive engagement and appropriate refreshment.