JACK 8-K
Jack In The Box Inc (JACK)
8-K
2026-09-21
For: 2026-09-17
View Original
Added on
September 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
(Exact name of registrant as specified in its charter)
_________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices) (Zip Code)
(858 ) 571-2121
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
______________________________________________________________________
Item 1.01. Entry into a Material Definitive Agreement.
On September 17, 2026, Jack in the Box Inc. (the "Company") entered into a First Amendment to the Nomination and Cooperation Agreement (the "First Amendment") with GreenWood Investors, LLC ("GreenWood"). The First Amendment amends the Nomination and Cooperation Agreement, dated November 3, 2025, between the Company and GreenWood. The First Amendment extends the term of the cooperation agreement through the nomination window for the Company's 2028 annual meeting of stockholders and continues certain standstill, voting and other provisions contained in the cooperation agreement.
In addition, pursuant to the First Amendment, the Company agreed that the size of its Board of Directors (the “Board”) will not exceed nine directors during the covered period without GreenWood's prior written consent. If the Board seeks to add a director during the covered period, the Company will notify GreenWood as early as practicable and consult with GreenWood in good faith regarding such prospective director prior to appointment or nomination. The Company also agreed to use its best efforts to hold an investor event no later than June 30, 2027 and to consult with GreenWood in good faith regarding the scheduling and agenda for such event. Further, subject to a confidentiality agreement between the parties, the Company agreed to provide GreenWood with advance copies of materials intended to be used at such investor event and certain other investor presentations before public release and to consider in good faith any comments provided by GreenWood. The First Amendment expressly provides that GreenWood has no approval rights with respect to such materials and no right to require the Company to delay the public release thereof.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
Effective September 17, 2026, the Board of the Company appointed Rachel Ruggeri to serve as an independent director of the Company.
Ms. Ruggeri, age 56, most recently served as Executive Vice President and Chief Financial Officer of Starbucks Corporation. Additional biographical information concerning Ms. Ruggeri will be included in the Company's proxy statement for its 2027 Annual Meeting of Stockholders.
Ms. Ruggeri was appointed to the Board in connection with discussions between the Company and GreenWood pursuant to the Nomination and Cooperation Agreement, as amended. Other than such agreement, there is no arrangement or understanding between Ms. Ruggeri and any other person pursuant to which she was selected as a director. There are no transactions involving Ms. Ruggeri requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Ruggeri will participate in the Company's standard non-employee director compensation program, as previously disclosed in the Company's proxy statement.
Retirement of Director
On September 17, 2026, Michael Murphy notified the Company that he will not stand for re-election to the Board of Directors at the Company's 2027 Annual Meeting of Stockholders and will retire from the Board upon the expiration of his current term at that meeting. Mr. Murphy's decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
Item 7.01 Regulation FD Disclosure.
On September 21, 2026, the Company issued a press release announcing the appointment of Rachel Ruggeri to the Board, the planned retirement of Michael Murphy from the Board, and the extension of the Company's Nomination and Cooperation Agreement with GreenWood. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 99.1 | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JACK IN THE BOX INC. | |||||||||||
| September 21, 2026 | /s/ Mark King | ||||||||||
| Mark King | |||||||||||
| Executive Chairman and Interim Chief Executive Officer | |||||||||||
Exhibit 10.1
FIRST AMENDMENT TO NOMINATION AND COOPERATION AGREEMENT
This First Amendment to Nomination and Cooperation Agreement (this “Amendment”), dated as of September 17, 2026, is entered into by and among Jack in the Box Inc., a Delaware corporation (the “Company”), and GreenWood Investors, LLC (together with the entities listed on Schedule A to the Cooperation Agreement (as defined below), “GreenWood”). GreenWood and the Company are referred to herein as the “Parties.”
WHEREAS, the Company and GreenWood entered into that certain Nomination and Cooperation Agreement, dated November 3, 2025 (the “Cooperation Agreement”);
WHEREAS, the Parties desire to (i) extend the term of the Cooperation Agreement for an additional one-year period and (ii) make certain other amendments to the provisions of the Cooperation Agreement as set forth in this Amendment; and
WHEREAS, Section 11 of the Cooperation Agreement permits the Parties to amend the Cooperation Agreement by a written instrument executed by the Parties.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Amendment to the Covered Period.
The beginning of Section 6(a) of the Cooperation Agreement is hereby amended as follows:
“(a) This Agreement shall commence on the Effective Date and remain in full force and effect until the earliest to occur of: (i) thirty (30) days prior to the deadline pursuant to the Bylaws for the submission of stockholder notices of director nominations at the Company’s 2028 annual meeting of stockholders and (ii) one hundred twenty (120) days prior to the anniversary of the date of the Company’s 2027 annual meeting of stockholders (such period, the “Covered Period”);”
The rest of Section 6(a) thereafter shall remain the same.
2. Amendment to Board Size.
Section 1(e) of the Cooperation Agreement is hereby amended and restated in its entirety as follows:
“(e) The Company agrees that the number of directors constituting the entire Board will not exceed nine (9) directors during the Covered Period without the prior written consent of GreenWood. In addition, if at any time during the Covered Period, the Board seeks to add a new director, (i) the Company agrees to notify GreenWood of such prospective director as early as practicable and to consult with GreenWood in good faith regarding such prospective director prior to his or her appointment or nomination, as applicable, and (ii) the addition of any such new director shall not result in the size of the Board exceeding the limitation set forth in the first sentence of this Section 1(e).”
3. Investor Event.
Exhibit 10.1
Section 1(h) of the Cooperation Agreement is hereby amended and restated in its entirety as follows:
“(h) In furtherance of the Company’s investor outreach program, the Company shall increase its investor communications and use its best efforts to hold an investor event no later than June 30, 2027. The Company shall consult with GreenWood in good faith regarding the scheduling and agenda of such investor event.”
4. Right to Review Investor Materials.
The Cooperation Agreement is hereby amended to add the following as new Section 1(l):
“(l) At least ten (10) days prior to the investor event referred to in Section 1(h), the Company shall provide to GreenWood copies of any presentations it intends to share at such event (such presentations, the “Investor Event Materials”) and shall consider in good faith any comments provided by GreenWood with respect thereto. In addition, during the Covered Period, the Company shall provide to GreenWood copies of any other investor presentations it intends to publish on its website (collectively, “Other Investor Presentations” and, together with the Investor Event Materials, the “Investor Materials”) prior to the public release thereof and shall consider in good faith any comments provided by GreenWood with respect thereto. In no event shall any Investor Materials include the Company’s earnings press releases or related materials. All Investor Materials shall be provided subject to, and shall constitute confidential information for all purposes of, a confidentiality agreement to be entered into by the Company and GreenWood, in a form to be reasonably agreed between the parties (the “Investor Materials Confidentiality Agreement”). GreenWood acknowledges and agrees that (i) the Investor Materials may constitute material non-public information concerning the Company, (ii) no member of the GreenWood Group shall purchase, sell or otherwise transact in any securities of the Company while in possession of such information, in each case in accordance with applicable law and the Investor Materials Confidentiality Agreement, and (iii) nothing in this Section 1(l) shall confer upon GreenWood any approval right with respect to the Investor Materials, any right to require the Company to reflect any comment therein or any right to require the Company to delay the public release thereof. The delivery of Investor Materials pursuant to this Section 1(l) shall not count against the four (4) times per year limitation set forth in Section 1(f)(ii)(B).”
5. Effect of Amendment; Ratification.
Except as expressly amended by this Amendment, the terms of the Cooperation Agreement remain unmodified and in full force and effect. The Cooperation Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.
6. References to the Cooperation Agreement.
From and after the execution of this Amendment, any reference to “this Agreement” or the “Cooperation Agreement” shall be deemed to be a reference to the Cooperation Agreement as amended by this Amendment.
7. Capitalized Terms.
Capitalized terms used but not otherwise defined in this Amendment shall have the meaning set forth in the Cooperation Agreement.
Exhibit 10.1
8. Governing Law.
THIS AMENDMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
9. Severability.
If at any time subsequent to the date hereof, any provision of this Amendment shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Amendment.
10. Counterparts.
This Amendment may be executed in one or more counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
[Signature Pages Follow]
Exhibit 10.1
IN WITNESS WHEREOF, each of the Parties hereto has executed this Amendment, or caused the same to be executed by its duly authorized representative as of the date first above written.
JACK IN THE BOX INC.
By: /s/ Sarah Super
Name: Sarah Super
Title: EVP, Chief Legal & Administrative Officer
GREENWOOD INVESTORS, LLC
By: /s/ Christopher Torino
Name: Christopher Torino
Title: Partner
Exhibit 99.1
 | Contact: Rachel Webb Vice President, Finance & Investor Relations (858) 522-4556 | |||||||
Press Release
Jack in the Box Inc. Appoints Former Starbucks CFO Rachel Ruggeri to Board of Directors
Continues Board Refreshment with Accomplished Finance Leader Joining as Independent Director
Michael Murphy to Retire from the Board
The Company and GreenWood Extend Cooperation Agreement
SAN DIEGO – September 21, 2026 – Jack in the Box Inc. (“Jack in the Box” or the “Company”) (NASDAQ: JACK), today announced that Rachel Ruggeri, former Executive Vice President and Chief Financial Officer of Starbucks Corporation, has been appointed to its Board of Directors (the “Board”) as an independent director. The Company also announced that Michael Murphy will retire from the Board and will not stand for reelection at the Company’s 2027 Annual Meeting of Stockholders.
Ms. Ruggeri's appointment continues the Board's refreshment efforts, which have added new perspectives and relevant restaurant, consumer and financial expertise over the past year. As previously announced, President Taylor Montgomery is expected to join the Board when he assumes the role of Chief Executive Officer within the next 12 months.
“We are delighted to welcome Rachel to the Jack in the Box Board,” said Mark King, Executive Chairman and Interim Chief Executive Officer. “She brings an exceptional combination of public company finance leadership and restaurant expertise. We look forward to benefiting from her experience and insights as we continue to focus on improving restaurant economics and creating a foundation for sustainable growth.”
“I am excited to join the Jack in the Box Board and support the Company’s efforts to strengthen financial performance and improve execution across the business,” said Ms. Ruggeri. “Jack in the Box has meaningful opportunities ahead, and I look forward to working with my fellow directors and the management team to help turn the Company’s priorities into results for franchisees and shareholders.”
Mr. King continued, “On behalf of the Board, I also want to thank Mike for service as a director and contributions to Jack in the Box. We are grateful for his dedication to the Company and wish him the best.”
Additionally, Ms. Ruggeri’s appointment reflects the Board's commitment to thoughtful refreshment and its constructive dialogue with GreenWood Investors, LLC (“GreenWood”). The Company and GreenWood have agreed to extend their existing cooperation agreement, including customary standstill, voting and other provisions. The amended cooperation agreement will be filed on Form 8-K with the SEC.
“Over the past year, Jack in the Box’s Board has made substantial progress in refreshing its composition, adding relevant expertise and increasing alignment with shareholders,” said Chris Torino, Partner at GreenWood. “We welcome Rachel as a strong addition to the board, and we are excited for Taylor Montgomery’s planned transition to CEO and future appointment to the Board, We look forward to continuing our constructive engagement with the Company.”
Exhibit 99.1
About Rachel Ruggeri
Ms. Ruggeri is an accomplished finance leader with over 30 years of experience across the quick service restaurant and consumer goods industries. She most recently served as Executive Vice President and Chief Financial Officer of Starbucks Corporation, where she oversaw the company’s global finance, strategy and corporate development functions and helped navigate a period of significant transformation.
During more than two decades at Starbucks, Ms. Ruggeri held a series of increasingly senior finance roles, helping to drive strategic investment, improve performance, and strengthen the company’s balance sheet. She previously served as Chief Financial Officer and Senior Vice President of The Krusteaz Company, where she advanced margin improvement initiatives and supported long-term growth. Ms. Ruggeri currently serves as a director on the board of Stryker Corporation, where she chairs the Audit Committee, and Open Farm. She holds an MBA from Washington State University.
About Jack in the Box Inc.
Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,115 restaurants across 25 states, Mexico and Guam. For more information, including franchising opportunities, visit www.jackinthebox.com.
Contact:
Rachel Webb
858-522-4556