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Leading Independent Proxy Advisory Firm ISS Recommends Jack in the Box Shareholders Vote “FOR” all 10 of the Company’s Highly Qualified Director Nominees
ISS Recommendation Highlights Company’s Willingness to Work Constructively with Shareholders and Recent Board Enhancements Jack in the Box Board Urges
About this update from Jack In The Box Inc.
[{"type":"text","content":"\nISS Recommendation Highlights Company’s Willingness to Work Constructively with Shareholders and Recent Board Enhancements\n\n\nJack in the Box Board Urges Shareholders to Vote “FOR” ALL 10 of Jack in the Box’s Director Nominees, including David Goebel, Independent Chair of the Jack in the Box Board, on the WHITE Proxy Card\n\n\nVisit www.KeepJackonTrack.com for More Information\n\n\n SAN DIEGO--(BUSINESS WIRE)--\nJack in the Box Inc. (“Jack in the Box” or the “Company”) (NASDAQ: JACK), today announced that leading independent proxy advisory firm Institutional Shareholder Services (“ISS”) has recommended that Jack in the Box shareholders vote “FOR” all 10 of the Company’s director nominees, including David Goebel, Independent Chair of the Jack in the Box Board, on the WHITE proxy card in connection with the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) scheduled to be held on February 27, 2026. Both ISS and Glass Lewis recommend shareholders vote “FOR” the Company’s shareholder rights plan.\n\n\nIn its report dated February 13, 2026, ISS noted:1\n\n\n\n“Not only does disclosure suggest that the board chair postponed his planned retirement prior to this meeting at the request of the new CEO, but it is difficult to substantiate the dissident's contention that there is urgency to remove him.”\n\n\n\n\n\n“…the dissident's focus on Goebel as the primary source of underperformance does not fully account for adverse macroeconomic developments over the period.”\n\n\n\n\n\n“…the board has demonstrated a willingness to engage constructively with shareholders, as proven by its fruitful settlement with GreenWood, through which Smolinisky was added.”\n\n\n\n\n\n“…the combination of constructive shareholder engagement, appropriate refreshment, and the circumstances and timeline surrounding the planned departure of the board chair, who is the sole target of the dissident in this campaign, suggest that the change sought by the dissident is not warranted at this time.”\n\n\n\nIn addition, regarding the Company’s shareholder rights plan, in their reports dated February 13, 2026 and February 14, 2026, respectively, ISS and Glass Lewis noted:1\n\n\n\n“The proposed poison pill contains reasonable features that protect shareholders from entrenchment risk as well as potentially abusive takeover tactics by dissident shareholders, and thu...