Biglari Capital Calls for Resignation of Jack in the Box Chairman

Largest shareholder says chairman David Goebel was overwhelmingly rejected by stockholders with "skin in the game"

Published on Feb. 27, 2026

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Biglari Capital Corp., the largest stockholder of Jack in the Box Inc. with a 9.86% ownership stake, is calling for the immediate resignation of Jack in the Box chairman David Goebel. Biglari Capital says preliminary voting results from the company's 2026 annual meeting reveal a stark divide, with active fund managers and retail stockholders voting to hold Goebel accountable for the destruction of stockholder value, while index funds like BlackRock, Vanguard, and State Street supported the status quo. Biglari Capital argues that Goebel has presided over massive destruction of stockholder value, yet was paid millions in director compensation.

Why it matters

This proxy contest highlights a growing divide between active investors who want to hold leadership accountable and large index funds that often rubber-stamp the decisions of corporate boards, even in the face of poor performance and value destruction. The case of Jack in the Box is seen as a poster child for everything that can go wrong at a public company, yet it still managed to secure the support of a proxy advisor and the three largest index funds.

The details

Preliminary voting results show that while active fund managers and retail stockholders voted to hold Chairman David Goebel accountable, major index funds like BlackRock, Vanguard, and State Street supported Goebel's reelection. Biglari Capital says Jack in the Box spent an estimated $5 million on this proxy contest to defend Goebel's reelection for just one more year, even as stockholders lost 80% of their investment, or roughly $1.8 billion, over the last five years. Biglari Capital also accuses Jack in the Box of making false and misleading statements in its proxy materials.

  • The 2026 Jack in the Box annual meeting of stockholders took place in February 2026.
  • Over the last five years, Jack in the Box stockholders have lost approximately 80% of their investment.

The players

Biglari Capital Corp.

The largest stockholder of Jack in the Box Inc., with a 9.86% ownership stake.

David Goebel

The chairman of Jack in the Box Inc., who Biglari Capital says was overwhelmingly rejected by stockholders with "skin in the game" but still managed to secure the support of major index funds.

Jack in the Box Inc.

A publicly traded fast-food restaurant chain.

BlackRock

One of the three largest index fund managers that supported the reelection of Jack in the Box chairman David Goebel, despite the destruction of stockholder value.

Vanguard

One of the three largest index fund managers that supported the reelection of Jack in the Box chairman David Goebel, despite the destruction of stockholder value.

State Street

One of the three largest index fund managers that supported the reelection of Jack in the Box chairman David Goebel, despite the destruction of stockholder value.

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What’s next

Biglari Capital reserves the right to pursue all available legal remedies against Jack in the Box for the company's false and misleading statements in its proxy materials.

The takeaway

This proxy contest highlights the growing divide between active investors who want to hold corporate leadership accountable and large index funds that often rubber-stamp the decisions of boards, even in the face of poor performance and value destruction. The case of Jack in the Box demonstrates how the institutionalization of unaccountability can have far-reaching consequences for investors and the broader system of corporate governance.