2/5/2026
Jack in the Box Goes on Defense in Biglari Proxy Battle
Restaurant Dive (02/05/26) Littman, Julie
Jack in the Box (NASDAQ: JACK) is urging shareholders to vote for all of its director nominees, including David Goebel, who serves as independent chair of the board, at its annual meeting of shareholders on Feb. 27. The chain is fighting back against actions taken by Sardar Biglari, who is pushing shareholders to unseat Goebel according to a press release. Biglari has been engaged in a proxy battle with the chain and vying for seats on the board over the past few months. Jack in the Box reiterated the progress of its Jack on Track plan and says that it needs the expertise of all board members, including Goebel, to continue executing its transformation strategy. Jack in the Box has been battling against Biglari since last year, when it deployed a poison pill preventing Biglari from gaining significant shares in the chain. The chain suffered negative same-store sales over several quarters, posting a 7.4% decline for fiscal Q4 2025 — its worst drop in years. Jack’s board members and management team have met with the Biglari Group “over many months as part of our commitment to constructive shareholder engagement,” the company said. These discussions included considering Biglari for a board seat, but the board “ultimately determined he was not well suited to serve as director.” Despite these discussions, Biglari nominated himself and another candidate for the board engaging in what the chain called a “distracting proxy contest.” Although Biglari Group nominated its own candidates, it also highlighted its approval of nine board members, including Goebel, during its December campaign. Biglari Group ultimately removed the board nominations, Jack in the Box said. “Despite the Board’s efforts, the Biglari Group has now launched a ‘vote no’ campaign against Mr. Goebel, which we believe is intended to advance the Biglari Group's own interests rather than those of all Jack in the Box shareholders,” Jack in the Box wrote. Jack in the Box highlighted the experience of its board members, emphasizing Goebel's restaurant experience at Applebee's, where he served as CEO, and his tenure as an operator with Boston Market and other franchise concepts. “Goebel, in particular, is one of the most qualified franchise executives in the quick-service restaurant and casual dining sector, with expertise that is highly important to Jack in the Box as a 93% franchised system,” the company said. “Goebel brings institutional knowledge from his tenure on the Board, and acts as a figure of continuity as the brand carries out its 'JACK on Track' turnaround plan.” The chain highlighted progress on its turnaround strategy, including 51 closures completed through Q4 2025 — with more planned for fiscal 2026 — that resulted in a “positive impact on our franchisee's portfolio health” as customers have moved to nearby Jack in the Box restaurants. The company also sold Del Taco last year to Yadav Enterprises for $119 million, with net proceeds used to retire $105 million in debt. Jack in the Box isn't the only chain Biglari has targeted recently. Last year, he engaged in a vocal campaign against Cracker Barrel's (NASDAQ: CBRL) CEO Julie Masino calling for her ouster following a controversial rebranding campaign that led to traffic and sales declines. Masino maintained her seat, but Cracker Barrel shrank its board from 10 to nine seats after Biglari contributed to the unseating of another board member.
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