Jack in the Box (JACK) investor relations material

Executive summary

• Biglari Capital, owning nearly 10% of shares, is soliciting proxies to vote against the re-election of Chairman David Goebel at the 2026 virtual annual meeting, citing poor performance and governance failures.

• The solicitation opposes the Board's direction, highlighting failed M&A (notably the Del Taco acquisition and sale), underperformance versus peers, and entrenched long-tenured directors.

• Biglari criticizes the Board's adoption of a poison pill and a cooperation agreement with GreenWood Investors, arguing these actions entrench management and limit shareholder rights.

• Shareholders are urged to use the GOLD proxy card to vote against Goebel and several company proposals, with detailed voting instructions provided.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) election of directors, (2) ratification of KPMG as auditor, (3) advisory vote on executive compensation (Say on Pay), (4) amendment to the 2023 Omnibus Incentive Plan, and (5) ratification of the Stockholder Protection Rights Agreement (poison pill).

• Biglari recommends voting against Goebel, against Say on Pay, against the incentive plan amendment, and against the poison pill, but for the ratification of KPMG.

• Voting procedures, quorum requirements, and proxy revocation processes are detailed, with emphasis on using the GOLD proxy card.

Board of directors and corporate governance

• The Board consists of ten directors, with four having served 14+ years; Biglari claims this has led to strategic missteps and value destruction.

• Biglari's attempts to join the Board were rejected, and the Board expanded to include GreenWood nominees instead.

• The Board's director resignation policy requires any director not re-elected to tender their resignation, with the Nominating and Governance Committee making a recommendation within 90 days.