Activist Investor Sues Jack in the Box Over Board Seat Bid

Activist investor Sardar Biglari, Jack in the Box's largest shareholder, has filed a lawsuit in Delaware Chancery Court seeking to halt the company's upcoming proxy vote on February 27. Biglari Capital Corp. alleges that Jack in the Box officials have engaged in a "smear campaign" with factually flawed statements to prevent shareholders from independently evaluating his proxy efforts.

Biglari, who holds nearly 10% of the company's shares, aims to replace CEO David Goebel on the board, asserting that the chain has underperformed. This legal action comes as Jack in the Box reported a 6.7% decline in same-store sales for fiscal Q1 2026, with earnings significantly down from the previous year. Biglari is also urging investors to reject a "poison-pill" takeover defense that was enacted after he began acquiring stock.

The lawsuit specifically targets assertions made by Jack in the Box regarding Biglari's history of "value destruction" and "erratic behavior." Biglari's lawyers argue that proceeding with the vote without corrected information would force investors to make a rushed judgment without full and truthful disclosure.