Jack In The Box Inc

1. 1

   Election of Directors

   ManagementBoard: AGAINST

   Vote on election of ten director nominees, with Biglari Capital urging shareholders to vote AGAINST Chairman David Goebel and making no recommendation on other nominees; majority of votes cast standard applies.

   More detail

   The proposal asks shareholders to elect ten directors at the Annual Meeting; Biglari is specifically soliciting votes against the re-election of Chairman David Goebel while making no recommendation for the other nine nominees. Biglari seeks to use the uncontested majority-vote standard and the company’s director resignation policy to force accountability if Mr. Goebel receives more 'against' votes than 'for' votes, which would require him to tender his resignation for the Board’s consideration. Management (the Company) nominated all ten directors; Biglari’s solicitation is an oppositional proxy effort rather than a competing slate. The context includes Biglari’s view that the Board’s long-tenured members have overseen strategic missteps (notably the Del Taco acquisition and sale at a significant loss) and years of shareholder value destruction, motivating the targeted opposition to the Chairman. The recommendation is to vote 'AGAINST' Goebel to send a governance message; Biglari warns that even a successful vote does not preclude the Board from reappointing Mr. Goebel post-meeting under governing documents. The proposal is routine in form (director elections) but central to Biglari’s campaign to change Board composition and accountability.

2. 2

   Ratification of Appointment of KPMG LLP as Independent Registered Public Accountants for FY2026

   ManagementBoard: FOR

   Ratify KPMG as the company's independent auditors for fiscal year ending September 27, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say on Pay

   ManagementBoard: AGAINST

   Non-binding advisory vote on the compensation of the company's named executive officers for fiscal year ended September 28, 2025.

   More detail

   This proposal requests an advisory approval of the company’s named executive officers’ compensation as disclosed in the proxy statement for the fiscal year ended September 28, 2025. Management seeks shareholder feedback on executive pay; although non-binding, the Compensation Committee will consider the vote when making future compensation decisions. Biglari recommends voting 'AGAINST' the proposal, arguing the executives have overseen significant shareholder value destruction and should not be rewarded. The vote is positioned as a mechanism for shareholders to express dissatisfaction with pay outcomes tied to poor company performance and governance; Biglari also frames the recommendation within its broader campaign to hold the Board and executives accountable.

4. 4

   Approval of Amendment to Jack in the Box Inc. 2023 Omnibus Incentive Plan to Increase Shares Available for Issuance

   ManagementBoard: AGAINST

   Approve amendment to the 2023 Omnibus Incentive Plan to add 2,260,000 new shares available for issuance for equity awards.

   More detail

   This proposal seeks shareholder approval to increase the authorized share reserve under the 2023 Omnibus Incentive Plan by 2,260,000 shares to enable future equity grants to employees and directors. Management views the amendment as necessary to continue granting market-competitive equity incentives; without approval, the company would lack sufficient shares to grant annual equity awards. Biglari opposes the amendment and recommends voting 'AGAINST,' arguing that management should not be rewarded after poor performance and that expanding the equity pool further entrenches current leadership. The vote has compensation and governance implications: approval dilutes existing shareholders and enables continued equity-based pay practices, while rejection would constrain the Compensation Committee’s flexibility to incentivize executives and employees.

5. 5

   Ratification of the Adoption by the Board of the Stockholder Protection Rights Agreement (Rights Agreement

   ManagementBoard: AGAINST

   Ratify the Board’s adoption of a stockholder protection rights agreement (poison pill) that issues one right per outstanding share and would be exercisable under certain conditions; ratification would extend the Rights Agreement expiration date to July 1, 2028.

   More detail

   This proposal asks shareholders to ratify the Board’s previously adopted Stockholder Protection Rights Agreement (a poison pill) that grants transferable rights tied to each share and becomes exercisable under triggering events to protect against certain acquisitions. Management adopted the rights plan in July 2025 and amended it in September 2025; shareholder ratification would extend its term to July 1, 2028. Biglari opposes ratification, arguing the plan entrenches the Board, disenfranchises shareholders, limits the stock’s future upside by constraining potential purchasers, and reduces investor optionality. The vote has significant takeover defense and governance implications: ratification solidifies the Board’s defensive posture, while rejection could limit the Board’s ability to block an acquisition and signal shareholder preference for accountability.

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When is the Jack In The Box Inc 2026 annual meeting?

Jack In The Box Inc (JACK) holds its 2026 annual shareholder meeting on Friday, February 27, 2026.

What is the record date for the Jack In The Box Inc 2026 meeting?

The record date for the Jack In The Box Inc 2026 meeting is Friday, January 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Jack In The Box Inc's 2026 meeting?

The board is presenting 10 director nominees at the Jack In The Box Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Jack In The Box Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Jack In The Box Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.