3/2/2026
Jack in the Box Makes Big Change After Engagement from San Antonio Investor
San Antonio Express-News (03/02/26) Danner, Patrick
Jack in the Box Inc. (NASDAQ: JACK) announced Monday it has a new chairman following engagement by San Antonio investor Sardar Biglari. He had called on shareholders to vote against Chairman David Goebel. The company appointed director Mark King, a former Taco Bell Corp. CEO, to succeed Goebel. Jack in the Box Inc. shareholders rebuffed Biglari’s bid to oust its chairman, David Goebel, reelecting him and nine other board members, according to a preliminary vote count. Nevertheless, the struggling San Diego-based burger chain announced Monday that its board has named a new chairman. Former Taco Bell Corp. CEO Mark King, an independent director on the Jack in the Box board since November, has been appointed to succeed Goebel as chairman. Goebel will not stand for reelection at next year’s annual meeting, the company said. Monday’s announcement followed Biglari’s demand that Goebel resign, saying he had failed to garner a majority of the votes cast. Prior to the vote, Biglari had urged stockholders to vote against Goebel, calling his 17-year tenure on the board an “abject failure for shareholders.” Biglari controls just under 9.9% of Jack in the Box’s shares and has been agitating for change at the company, citing deteriorating operating metrics and falling shareholder returns. The proxy fight had gotten contentious, with Jack in the Box asserting that Biglari’s campaign was “driven by self-interest and anger, rather than shareholders’ best interests.” It alleged that Biglari launched the proxy fight after Jack in the Box’s board deemed him “unsuited” to serve as a director, adding that he vowed that battle would “get bloody” and that he would go after Goebel. For his part, Biglari accused Jack in the Box of “fabricating assertions” and “lying” that he had used “abusive and threatening language.” “Calling out demonstrably failed leadership and demanding accountability is not ‘abusive and threatening’ — it is exactly what responsible shareholder stewardship requires,” Biglari said in Feb. 9 document. Biglari didn’t immediately respond to a request for comment. Biglari, chairman and CEO of Biglari Holdings Inc., parent company of Steak n Shake, has a penchant for investing in restaurant stocks and pushing for change. He may be best known for the numerous proxy fights he’s waged against Cracker Barrel Old Country Store Inc. (NASDAQ: CBRL), which he bashed last year for scrapping its iconic logo and other missteps. It later reversed course and kept the logo after President Donald Trump weighed in on the controversy. Biglari wanted Cracker Barrel shareholders not to reelect CEO and President Julie Felss Masino and independent director Gilbert Dávila, a diversity and inclusion consultant. Masino won reelection in November, but Dávila resigned after he failed to win enough votes to remain on the board. Since then, Biglari has turned his attention to Jack in the Box. His Biglari Capital Corp. and two investment funds it manages sued Jack in the Box and its directors a week before Friday’s annual meeting, alleging that the restaurant chain had issued “demonstrably false and misleading” proxy material to shareholders. The suit was filed in Chancery Court of Delaware, where Jack in the Box is incorporated. In the complaint, the plaintiffs had sought a temporary injunction order that would have postponed the annual meeting until the court could rule on the relief they requested. However, the court declined to expedite the proceedings, allowing the annual meeting to go forward. Biglari Capital and funds had asked the court to declare that Jack in the Box and its directors breached their duty of care and loyalty by including false and misleading statements in the proxy statement. The Biglari group objected to descriptions that it has a “poor track record” of investing, “destroyed value,” “wasted resources” and engaged in “erratic behavior” during the course of its previous investments. It touted having a “proven track record of successful investments,” including the 2008 acquisition of Steak and Shake and minority stakes in Cracker Barrel and Ferrari. The plaintiffs also asked the court to declare that Jack in the Box’s stockholder protection rights agreement, also known as a “poison pill,” is “unenforceable.” Jack in the Box shareholders voted in favor of the agreement at the annual meeting, according to a preliminary vote count. Jack in the Box needed shareholder approval to extend the agreement until July 2028, otherwise it would have expired this July 1. Last July, Jack in the Box disclosed that it had adopted the poison pill to fend off any potential takeover attempt by Biglari Capital. The plan kicks in only if an individual or group acquires 12.5% or more of Jack in the Box stock. If that were to happen, Jack in the Box would give existing shareholders the right to buy one additional share of its stock — at half the then-current market price — for each share they already own. The influx of new shares would dilute the acquiring party’s ownership percentage, making it harder and more expensive to gain control. Biglari Capital opposed the rights agreement and lobbied shareholders to vote against it. King, Jack in the Box’s new chairman, said the board and company leadership are focused on improving the chain’s financial performance. “We will continue advancing our priorities to drive operating results, strengthen the balance sheet, position the company for growth, and enhance long-term shareholder value,” he said in a statement. Jack in the Box earned $33.7 million on $371 million in revenue in latest quarter, ended Jan. 19. By comparison, it lost $2.5 million on $349.5 million in revenue in the same period last year. The company lost a combined $248 million in its last three fiscal years. Its shares fell $1.50, or 8.9%, to close at $15.42 Monday. The stock has ranged from a low of about $14 to a high of about $39 in the last year.
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