The Company Should Not Hide Behind Its Treatment of Abstain Votes — Chairman Goebel Did Not Receive a Majority of the Votes Cast
Jack in the Box Stockholders Cannot Afford Another Year of David Goebel
ISS, BlackRock, Vanguard, and State Street Inexplicably Defended Long-Tenured David Goebel and Failed to Hold Any Director Accountable for JACK’s Appalling Strategic Decisions and Massive Destruction of Stockholder Value
This Proxy Contest Proved that the Chairman has been an Abject Failure — He Must Resign Now
SAN ANTONIO, Feb. 27, 2026 /PRNewswire/ — Biglari Capital Corp. (“Biglari Capital”), the largest stockholder of Jack in the Box Inc. (NasdaqGS: JACK), with a 9.86% ownership stake, today issued the following statement regarding the preliminary voting results from JACK’s 2026 Annual Meeting of Stockholders.
A Clear Divide: Accountability vs. Complacency
Preliminary voting results from JACK’s stockholder meeting reveal a stark and troubling divide. Active fund managers and retail stockholders — those who bear the real consequences of failed corporate governance — voted to hold Chairman David Goebel accountable for the destruction of stockholder value and his failure to act as a responsible steward of stockholder interests. By contrast, ISS, BlackRock, Vanguard, and State Street supported the status quo, providing cover for a board that has presided over value destruction.
JACK spent $5 Million to Defend One Director for One More Year
JACK spent an estimated $5 million on this proxy contest — not to protect the company’s future, but to defend the reelection of David Goebel for a single additional year.
- Over the last five years alone, Mr. Goebel collected approximately $1.55 million in director compensation.
- During the same period, JACK’s stockholders lost approximately 80% of their investment — roughly $1.8 billion in stockholder value.
- Mr. Goebel was paid millions to oversee billions in destruction.
ISS, BlackRock, Vanguard, and State Street: A Governance Failure
While active fund managers and retail stockholders voted for accountability, ISS and the three largest index funds — BlackRock, Vanguard, and State Street — supported JACK’s failed leader.
Preliminary voting data for the three index funds imply that the proxy voting teams at these firms are completely indifferent to how their decisions impact the owners whose capital they are entrusted to protect. One is left to wonder: Do these governance teams even consider the repercussions their rubber-stamping of failed leadership has on the investors who have lost 80% of the value of their JACK holdings?
JACK is a poster child of everything that can go wrong at a public company — catastrophic acquisition, leadership turnover, persistent operational underperformance, and entrenched governance — yet it has still managed to secure the support of a proxy advisor and the three largest index funds. This is not governance; it is the institutionalization of unaccountability.
The Underlying Investors Would Disagree
If the ETF investors who have entrusted their savings to BlackRock, Vanguard, and State Street — retail investors saving for retirement, college, and financial security — had had a say, they likely would have voted against Goebel. These investors did not hand over their savings so that the governance teams at these institutions could give a free pass to the same failed leadership at JACK that destroyed $1.8 billion in stockholder value.
Failing to hold boards accountable promotes mediocrity. It puts the entire system of meritocracy at risk. When the largest stewards of capital — BlackRock, Vanguard, and State Street — abdicate their governance responsibilities, the consequences extend far beyond any single company.
JACK’s False and Misleading Statements
In addition to these governance failures, JACK made false and misleading statements in its proxy materials. Biglari Capital reserves the right to pursue all available legal remedies.
Conclusion
Mr. Goebel should be embarrassed and ashamed of the company’s performance. He should have resigned years ago instead of playing politics and trying to hold on, wasting money for personal gain while relying on abstain votes, ISS, and index funds. He has no credibility with active investors.
View original content:SOURCE Biglari Capital Corp.
