San Diego-based Jack in the Box is barreling toward a high-stakes shareholder showdown as an activist investor tries to oust the company’s board chair. Biglari Capital, which controls a near-10% stake, has launched a campaign that could disrupt the burger chain’s turnaround after a run of losses, store closures and a bruising Del Taco exit. At the company’s annual meeting on Saturday, investors will decide whether to keep David Goebel as chair or hand a victory to the activist camp.
Activist push intensifies
Sardar Biglari’s investment firm has urged fellow shareholders to withhold support for Goebel, accusing the board of “catastrophic value destruction” and citing governance lapses along with operational misfires. In a statement from Biglari Capital, reported by PR Newswire, the firm notes that two proxy advisers, Glass Lewis and Egan-Jones, have recommended shareholders vote against Goebel.
Board and proxy advisers split
Management has fired back with its own full-court press, highlighting support from Institutional Shareholder Services and urging investors to stick with the company’s slate as it works through its recovery plan. As reported by Investing.com, the company points to ISS’s view that the board has been responsive to shareholder concerns and its recommendation to vote “FOR” all 10 nominees, Goebel included.
Financial hole and the "JACK on Track" plan
The fight is rooted squarely in performance. Jack in the Box reported a roughly $80 million GAAP net loss for the year ended Sept. 28, 2025, along with sequential same-store-sales declines, figures the company detailed in its earnings release. Management rolled out the "JACK on Track" turnaround last spring, a plan built around selling select real estate, shifting toward an asset-light model and closing underperforming restaurants. The chain completed the sale of Del Taco late last year for about $119 million, after having paid roughly $575 million for the brand in 2022, a swing that analysts say translated into more than $400 million in write-downs and helped stoke investor frustration, according to company filings and contemporary coverage.
Why customers have pulled back
Industry analysts say the headwinds are a mix of broad economic pressures and Jack-specific issues. Rising menu and labor costs, changing consumer sensitivity to price and local market dynamics have all weighed on guest traffic. Trade coverage has also highlighted how immigration enforcement and related community-level fears can drag on chains that over-index with Hispanic and immigrant customers, a trend examined by Restaurant Business.
What to watch at Saturday’s meeting
The outcome will hinge on how institutional holders line up with the competing proxy advisers. With Glass Lewis and Egan-Jones siding with Biglari and ISS siding with management, the vote is anything but a formality. The Los Angeles Times notes that Jack in the Box stock has fallen by roughly half over the past year, and the company has closed dozens of locations while pursuing its recovery, turning this governance clash into a de facto judgment on whether the current board can deliver on its promises.
Whatever the final tally, Saturday’s meeting will determine whether Jack in the Box continues to pursue internal fixes under existing leadership or undergoes a broader governance reset that could reshape its strategy and approach to its real estate and restaurant assets.
