Jack in the Box (JACK) Proxy Filing summary

Executive summary

• Proxy contest centers on board composition, shareholder rights, and recent corporate actions, with significant engagement between the board and a major shareholder, Biglari Group.

• The board defends its actions regarding the Del Taco acquisition and subsequent sale, citing economic headwinds and the use of proceeds to reduce debt.

• The board highlights recent refreshment efforts, including new director appointments and ongoing succession planning.

Voting matters and shareholder proposals

• Shareholders are being asked to vote on the adoption of a shareholder rights plan (poison pill) with a 12.5% threshold and a one-year duration.

• The board requests support for the rights plan to protect shareholder interests and allow time for execution of the turnaround plan.

Board of directors and corporate governance

• The board added two new directors in November 2025 as part of a cooperation agreement, enhancing expertise in retail and real estate.

• Succession planning has led to the addition of five independent directors over four years.

• The board chair was asked to remain through the 2027 annual meeting to provide stability during a turnaround.

• The board engaged extensively with Biglari Group, including interviews and settlement discussions, but did not agree to add Mr. Biglari to the board.