One of the restaurant industry’s weirdest proxy fights is taking place at Jack in the Box.
Sardar Biglari, the chairman of Biglari Holdings and CEO of a Jack in the Box competitor in Steak n Shake, has engineered a strange proxy fight against the San Diego-based burger chain. But he himself is not running for a seat.
Instead, he has taken aim at Jack in the Box’s chairman, David Goebel, with a “vote no” campaign. In so doing, Biglari argues, shareholders of the burger chain would be “sending a strong message that meaningful change is required.”
Jack in the Box is having none of it. The company argues that Goebel’s experience with Applebee’s and with Boston Market are critical at a time when the fast-food chain is working on a turnaround.
The company also charges that Biglari is simply angry at being denied a seat on the board, which the investor proposed last year. The campaign “is not driven out of genuine desire to create shareholder value, but rather by Mr. Biglari’s self-interest and anger at the board’s unanimous decision that he was not well-suited to join the board,” Jack in the Box said on Tuesday.
The proxy fight does come at a sensitive time for Jack in the Box, which had as bad a year as anybody in 2025—which is saying something given the generally poor performance of the industry as a whole.
While its stock is up 8% so far in 2026, it has lost half of its value over the past year. Same-store sales have declined by 4.4%, 7.1% and 7.4% in the past reported three quarters, respectively. The chain replaced CEOs a year ago and has since worked to close stores and pay down debt to get its finances back on track. It also sold Del Taco, at a hefty loss.
Biglari began buying up stock in 2023 and 2024 and now owns just under 10% of Jack in the Box shares, making him the company’s biggest shareholder. He started meeting with company executives in 2024 and 2025. He has said repeatedly that he had no intention of starting a fight with Jack in the Box.
By the middle of last year, however, Jack in the Box swallowed a poison pill after Biglari kept buying up stock. Biglari asked for a seat on the board, according to SEC filings, arguing that Jack in the Box was “in need of a large shareholder with turnaround experience in quick-service restaurants.”
Jack in the Box denied the request. Biglari later nominated himself and Douglas Thompson, former chief operating officer with Texas Roadhouse, to the Jack in the Box board. But then Thompson took a job as chief operating officer with the fast-casual chain Cava, and Biglari withdrew the nomination. He then withdrew his own nomination and instead focused the fight on Goebel.
Jack in the Box, meanwhile, named investor Alan Smolinsky and former Taco Bell CEO Mark King to the board in an agreement with another shareholder, Greenwood Investors.
Biglari’s interest in Jack in the Box is notable because Steak n Shake could be considered a direct competitor. Biglari has instead argued to Jack in the Box that Steak n Shake’s strong sales over the past two years and improved profitability could be a model for Jack in the Box.
Biglari in a letter this week called the Del Taco purchase and sale a “fiasco” and blasted Goebel for a “17-year losing streak” with Jack in the Box. He noted that the company has had three CEOs and eight CFOs since 2020 and that the company’s adjusted EBITDA, or earnings before interest, taxes, depreciation and amortization, were the lowest in five years.
“Mr. Goebel’s tenure has been an abject failure for shareholders,” Biglari said in a letter on Monday. “His 17-year losing streak leaves rational investors with no choice but to say ‘enough.’”
He also noted that Jack in the Box has two large debt maturities and “needs an immediate shift to new leadership to assure creditors that changes are being made.”
Jack in the Box said that Goebel’s experience and understanding of the company are vital right now, given the chain’s turnaround plan, called “Jack on Track.”
“We are confident that we have the right board and executive leadership team in place to improve Jack in the Box’s long-term financial performance, strengthen the balance sheet, and position the company for sustainable growth,” CEO Lance Tucker said in a message to the company’s franchisees.
“Our board and executive team are deeply focused on making the changes needed to regain momentum and drive sales and EBITDA, and this matter will not detract from those efforts.”
In a message to shareholders, Jack in the Box even produced a comment from Kevin Hochman, the CEO of Brinker International, whom Goebel has mentored for years.
“In my years working with Dave as my executive coach, his knowledge of the restaurant industry, deep experience as a CEO of a large multi-unit chain, and push to make sure that shareholders are at the heart of every decision made have been critical in my development as a leader and a key influence in our turnaround at Chili’s,” Hochman said.