Business Context and Reporting Period
Company: Jack in the Box Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 3, 2025
Event: Entry into a Nomination and Cooperation Agreement with GreenWood Investors, LLC and the subsequent appointment of two new directors to the Board of Directors.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Board Expansion: The Board of Directors increased its size to 10 directors, effective November 7, 2025.
- New Appointments: Mr. Alan Smolinisky and Mr. Mark King were appointed as new directors with initial terms expiring at the 2026 Annual Meeting.
- Committee Formation: An advisory Capital Allocation Committee was established, comprised of Mr. Smolinisky, Mr. Lance Tucker, and Mr. Enrique Ramirez Mena. Mr. Smolinisky was appointed Chair of this committee and a member of the Compensation Committee.
- Shareholder Agreement: GreenWood Investors, LLC agreed to vote in favor of Board recommendations and is subject to a standstill provision limiting beneficial ownership to 12.5% of common stock.
Guidance, Outlook, and Management Commentary
Management Commentary: The Company entered into the agreement to facilitate cooperation with GreenWood Investors regarding strategic initiatives, capital allocation priorities, and portfolio assets. The agreement includes a "Covered Period" during which the Board size cannot exceed 10 without GreenWood's consent.
Compensation: New directors will receive a pro-rated annual cash retainer of $65,000 plus committee retainers ranging from $5,000 to $10,000. They are also eligible for Restricted Stock Units (RSUs). The Company will reimburse GreenWood for up to $175,000 in reasonable out-of-pocket expenses.
Outlook: The Board has agreed to nominate and recommend the new directors for election at the 2026 Annual Meeting. A definitive proxy statement will be filed in connection with this meeting.
Investor Verification Checklist
- Verify the full text of the Nomination and Cooperation Agreement (Exhibit 10.1) for specific termination rights and exceptions to the standstill provisions.
- Review the 2026 Proxy Statement when filed for detailed biographical information on the new directors and the full slate of nominees.
- Monitor GreenWood's beneficial ownership to ensure it maintains the required 5% threshold for the agreement's obligations to remain in effect.
- Check future filings for the Capital Allocation Committee's recommendations regarding real estate assets and capital structure.
- Confirm the expense reimbursement details and any potential impact on the Company's operating expenses.