Biglari Holdings urges votes against Jack in the Box (JACK) board nominees

M.Cap: $444 million | Jack in the Box Inc. operates and franchises Jack in the Box quick-service restaurants (QSRs) and Qdoba Mexican Eats (Qdoba) fast-casual restaurants.

 Biglari Holdings

On July 10, 2025, Biglari Holdings filed a Schedule 13D following the Board’s adoption of a poison pill, stating they may engage with management on potential changes to operations, governance, or capital structure, and may also communicate with other shareholders or third parties under confidentiality agreements. Source

On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board at the 2026 annual meeting of shareholders. Source

On December 23, 2025, Biglari Holdings filed proxy materials soliciting proxies for the 2026 annual meeting to elect its nominee, Douglas Thompson, to the board alongside nine company nominees it does not oppose, arguing the current board has overseen years of shareholder value destruction and needs stronger oversight. Biglari urges shareholders to vote using its GOLD universal proxy card “FOR” its nominee and the nine company nominees, and “AGAINST” Say-on-Pay, the incentive plan amendment, and the rights agreement. Source

On December 23, 2025, Biglari Holdings withdrew their nomination of Sardar Biglari as a nominee at the Annual Meeting. Source

On January 14, 2026, Biglari Holdings withdrew their nomination of Douglas Thompson as a nominee at the Annual Meeting following his appointment as COO of CAVA, will continue discussions with the company on board composition including proposing an alternate qualified candidate, and may pursue a withhold campaign against one or more directors depending on the outcome. Source

On January 21, 2026, Biglari Holdings urges shareholders to send a clear message of dissatisfaction with the company’s direction and board oversight by voting “AGAINST” certain director nominees at the virtual 2026 annual meeting on February 27, 2026. Using its GOLD proxy card, Biglari recommends voting “FOR” the ratification of KPMG as auditor, but “AGAINST” the Say-on-Pay proposal, the amendment to increase shares under the 2023 Omnibus Incentive Plan, and the ratification of the stockholder rights agreement, while opposing the election of specific board nominees to signal discontent with the status quo. Source

On January 23, 2026, Biglari Capital filed a second revised preliminary proxy statement formalizing its campaign urging shareholders to vote against the re-election of Chairman David Goebel at the February 27, 2026 virtual annual meeting, citing board oversight failures, value destruction, and the need for stronger governance and accountability.

On February 2, 2026, Biglari issued an Investor Presentation urging shareholders to vote against the re-election of Chairman David Goebel, arguing that under his long tenure Jack in the Box has delivered poor performance, suffered massive shareholder value destruction, and lacked the necessary board and executive expertise to effect a turnaround. The slides highlight multi-year declines in same-store sales and adjusted EBITDA, failed capital allocation decisions such as the loss-making Del Taco acquisition and sale, chronic executive turnover (three CEOs and eight CFOs in five years), and an entrenched board with limited relevant restaurant turnaround experience. Biglari criticizes the board’s defensive actions, including adopting a poison pill and a questionable cooperation agreement with GreenWood Investors that didn’t meaningfully improve governance or strategic capability, and contends that the company’s “Jack on Track” plan has yet to restore credibility or drive sustainable growth.

GreenWood Investors

On November 3, 2025, the company signed a cooperation agreement with GreenWood that added two GreenWood-backed directors, imposed standstill and voting commitments, set ownership thresholds tied to board rights, and included plans for a confidentiality agreement. Source

Effective November 7, 2025, the company appointed Alan Smolinisky to its board as a representative of GreenWood Investors, LLC

Jana Partners

On February 15, 2018, Jana Partners disclosed 7.3% and stated that it had discussions with the company regarding the capital structure, margins, capital allocation, franchise mix, and operations. It stated that it may have further discussions with the company regarding these and other topics including governance and Board composition. Source

On October 25, 2018, Jana Partners (6.7%) entered into a confidentiality and standstill letter agreement with the company. Under the Confidentiality Agreement, Jana Partners agreed to maintain the confidentiality of certain business information to be furnished by the company to Jana Partners and to abide by customary standstill obligations, subject to certain exceptions. Source

On October 29, 2018, the company and Jana Partners entered into a Cooperation Agreement. Pursuant to it, the company and Jana Partners will cooperate in good faith to agree upon two individuals recommended by Jana Partners (each a “New Independent Director”) to be added to the Board of Directors. Source

On January 4, 2019, the company and Jana Partners (6%) entered into an amendment to the Cooperation Agreement pursuant to which the deadline to appoint the new independent directors was extended to March 15, 2019. Source

On January 14, 2019, Jana Partners reduced its stake to 3.4%.

On April 25, 2019, the Company and Jana Partners entered into Amendment No. 3 to the Cooperation Agreement between the Company and Jana Partners dated October 29, 2018. Pursuant to which the Company added two individuals to the board on May 27, 2019. Source