Jack in the Box shareholders gave the company’s board a vote of confidence this week, voting to elect all 10 members, including Chairman Dave Goebel, the company said on Monday.
Yet the fast-food chain named a new chairman anyway, saying that former Taco Bell CEO Mark King has been appointed chairman of the board, effective late last month.
Goebel, who had been chairman, will not stand for re-election at the company’s annual meeting next year.
He had been subject to a “vote no” campaign by the activist investor Sardar Biglari, chairman of Steak n Shake owner Biglari Holdings. Biglari in filings had called Goebel’s tenure “an abject failure.”
King in a statement said that the company’s “board and leadership team are fully focused on improving our financial performance through the execution of our ‘Jack on Track’ plan. We will continue advancing our priorities to drive operating results, strengthen the balance sheet, position the company for growth and enhance long-term shareholder value.”
The proxy fight was one of the industry’s most unusual. Biglari bought up shares in Jack in the Box in 2023 and 2024 and now owns just under 10% of the company. He began meeting with company executives, arguing repeatedly that he had no intention of starting a proxy fight.
Jack in the Box swallowed a poison pill last year and Biglari asked for a seat on the board. Biglari later nominated himself and former Texas Roadhouse Chief Operating Officer Douglas Thompson to the board. But Thompson took a job with Cava and Biglari withdrew his own nomination.
Biglari then turned the proxy fight into a referendum on Goebel, criticizing the now-former chairman over the company’s frequent CEO changes, sales challenges and the failed acquisition of Del Taco, which Jack in the Box sold last year.
Jack in the Box, whose sales have struggled over the past year, had argued that Goebel’s experience was crucial to the company and said Biglari’s campaign was mostly out of frustration that he wasn’t allowed on the board. The company also said that it is taking meaningful steps in a revitalization effort, the Jack on Track plan, which involves closing stores, marketing and operational improvements, and paying down debt.
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