Egan-Jones Proxy Services recommends that shareholders of Jack in the Box Inc. (NASDAQ: JACK) withhold votes from Chairman David Goebel and directors Guillermo Diaz, Jr., Madeleine Kleiner, Michael Murphy, James Myers, and Vivien Yeung, citing severe and sustained shareholder value destruction and continued operational deterioration.

Over the past two years, Jack in the Box has delivered a -76% total shareholder return, significantly underperforming both its peer group and the broader market. Egan-Jones believes this performance reflects persistent governance failures, weak strategic execution, and ineffective oversight during a period of declining fundamentals.

Jack in the Box’s challenges stem primarily from multi-year declines in customer traffic, which appear closely tied to a lack of consistent and focused branding. Historically positioned as a differentiated late-night and non-family-oriented QSR brand, the Company has diluted its identity in recent years. This shift has produced inconsistent messaging and a broad, unfocused menu strategy.

Compounding these issues, Jack in the Box has executed a major capital allocation failure through its Del Taco transaction. The Company acquired Del Taco in March 2022 for $585 million, citing expected synergies, but later divested the business in December 2025 for approximately $115 million, representing a substantial loss of invested capital.

In April 2025, management launched the JACK on Track strategic plan, aimed at simplifying operations, reducing leverage, and improving capital allocation. However, results have deteriorated since the plan’s introduction. Same-store sales declined to -7.4% year-over-year in Q4 FY 2025, and the Company fell short of its store closure targets, closing only 51 locations in FY 2025 despite announcing plans to close 80 to 120.

Egan-Jones also notes that Jack in the Box remains highly leveraged, with a debt service coverage ratio below one in each of the last two fiscal years.

About Egan-Jones Proxy Services

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