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
Visit www.KeepJackonTrack.com for More Information
In its report dated
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“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.”
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“…the dissident's focus on Goebel as the primary source of underperformance does not fully account for adverse macroeconomic developments over the period.”
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“…the board has demonstrated a willingness to engage constructively with shareholders, as proven by its fruitful settlement with GreenWood, through which Smolinisky was added.”
- “…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.”
In addition, regarding the Company’s shareholder rights plan, in their reports dated
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“The proposed poison pill contains reasonable features that protect shareholders from entrenchment risk as well as potentially abusive takeover tactics by dissident shareholders, and thus there is little downside risk to unaffiliated shareholders from continuation of the pill.” – ISS
- “…in this instance, the board has presented reasonable justification for adopting the new rights plan, particularly in light of the situation between the board and Biglari…given the circumstances, the Benchmark Policy takes the view that the Company has made a reasonable case for shareholders to support this particular rights plan.” – Glass Lewis
“We are pleased that ISS recognizes the strength and experience of our Board, highlights our responsiveness to shareholder feedback, and affirms our recommendation that shareholders vote on the WHITE proxy card “FOR” all 10 of the Company’s highly qualified director nominees so we can continue overseeing the successful execution of our “JACK on Track” plan. Importantly, ISS confirms the Company’s view that the campaign run by
Further, we strongly believe that Glass Lewis reached the wrong conclusion in failing to recommend shareholders vote for
We continue to believe that Mr. Biglari’s campaign is not driven out of genuine desire to create shareholder value, but rather by his self-interest and anger at the Board’s unanimous decision that he was not well suited to join the Board. While we recognize that much work remains, we are confident that with the leadership of our entire expert and recently refreshed Board and our new management team, we can rebuild value for ALL shareholders.”
Your vote is important. We encourage you to protect the value of your investment in
If you have any questions or require assistance with voting your shares, please call the Company’s proxy solicitor:
(877) 750-8198 (toll free from the
+1 (412) 232-3651 (from other countries)
1Permission to use quotations was neither sought nor obtained.
About
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the Company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the Company's brand; increased regulatory and legal complexities, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; stock market volatility. These and other factors are discussed in the Company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”), which are available online at http://investors.jackinthebox.com or in hard copy upon request. The Company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.
Important Additional Information and Where to Find It
The Company has filed a definitive proxy statement (the “Proxy Statement”) and a WHITE proxy card with the
View source version on businesswire.com: https://www.businesswire.com/news/home/20260216175014/en/
858-522-4556
rachel.webb@jackinthebox.com
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