Two proxy advisors recommend against Jack in the Box chairman

Two proxy advisory firms have recommended shareholders vote against the re-election of Jack in the Box Inc. (NASDAQ: JACK) Chairman David Goebel, according to a statement from Biglari Capital Corp., the company's largest shareholder with a 9.86% stake.

Glass Lewis cited "material performance and governance concerns" in recommending against Goebel's candidacy. The firm noted that Jack in the Box has "broadly and consistently underperformed" under a board with several long-serving members and described the company's performance as "exceptionally poor."

Egan-Jones also recommended against Goebel and five other directors, citing "severe and sustained shareholder value destruction." The firm noted Jack in the Box delivered a negative 76% total shareholder return over the past two years and has maintained a debt service coverage ratio below one in each of the last two fiscal years.

The third major proxy advisor, Institutional Shareholder Services (ISS), supported management's slate of nominees despite acknowledging performance issues. ISS noted the company's total shareholder return has been negative across all measurement periods and that "performance during Goebel's tenure has been disappointing."

Under Goebel's tenure as chairman, Jack in the Box's total shareholder return was negative 68.6%, compared to a peer median of negative 12.3% and an S&P 600 Restaurants Index return of positive 66.8%, according to the ISS report cited by Biglari Capital.

The company sold Del Taco for $115 million after acquiring it for $575 million four years earlier, resulting in a loss of over $400 million. Jack in the Box has suspended dividends and plans to close 150-200 stores.

Jack in the Box shareholders are scheduled to vote at the annual meeting on February 27, 2026.

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