Jack in the Box extends GreenWood board pact
Rhea-AI Filing Summary
Jack in the Box Inc. (JACK) reported that on September 17, 2026 it entered into a First Amendment to its Nomination and Cooperation Agreement with GreenWood Investors, LLC, extending the cooperation agreement through the nomination window for the 2028 annual meeting. The amendment keeps in place standstill, voting and related provisions and caps the Board of Directors at no more than nine members during the covered period without GreenWood’s prior written consent. Jack in the Box agreed to consult GreenWood in good faith on any new director candidates, to use best efforts to hold an investor event by June 30, 2027, and to share draft investor materials with GreenWood for comment, while expressly preserving final decision-making with the company.
The Board appointed Rachel Ruggeri, former Executive Vice President and Chief Financial Officer of Starbucks Corporation, as an independent director effective September 17, 2026; she will receive the company’s standard non-employee director compensation. Longtime director Michael Murphy informed the company he will retire from the Board and not stand for re-election at the 2027 annual meeting. Jack in the Box highlighted ongoing Board refreshment and noted that President Taylor Montgomery is expected to join the Board when he becomes Chief Executive Officer within the next 12 months.
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8-K Event Classification
4 items: 1.01, 5.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Cooperation agreement horizon: Through nomination window for 2028 annual meeting
Maximum Board size during covered period: 9 directors
Effective date of First Amendment and appointment: September 17, 2026
+5 more
8 metrics
Cooperation agreement horizon
Through nomination window for 2028 annual meeting
Term of Nomination and Cooperation Agreement with GreenWood Investors
Maximum Board size during covered period
9 directors
Board size cap without GreenWood’s prior written consent
Effective date of First Amendment and appointment
September 17, 2026
Date of First Amendment and Rachel Ruggeri’s Board appointment
Investor event deadline
June 30, 2027
Target date by which the company will use best efforts to hold an investor event
Retirement timing
2027 Annual Meeting of Stockholders
When Michael Murphy will retire from the Board
Restaurant count
2,115 restaurants
Jack in the Box system across 25 states, Mexico and Guam
Geographic footprint
25 states, Mexico and Guam
Locations where Jack in the Box restaurants operate or are franchised
Age of new director
56 years
Age of independent director Rachel Ruggeri at appointment
Key Terms
Nomination and Cooperation Agreement, standstill, independent director, Regulation FD Disclosure, +2 more
6 terms
Nomination and Cooperation Agreement regulatory
"entered into a First Amendment to the Nomination and Cooperation Agreement"
standstill regulatory
"continues certain standstill, voting and other provisions contained"
A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.
independent director regulatory
"appointed Rachel Ruggeri to serve as an independent director of the Company"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Annual Meeting of Stockholders regulatory
"Company’s 2027 Annual Meeting of Stockholders"
non-employee director compensation program financial
"participate in the Company's standard non-employee director compensation program"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What agreement did JACK (Jack in the Box Inc.) extend with GreenWood Investors?
Jack in the Box entered into a First Amendment to its Nomination and Cooperation Agreement with GreenWood Investors on September 17, 2026, extending the cooperation agreement through the nomination window for the 2028 annual meeting and continuing standstill, voting and related provisions.
How does the amended agreement affect JACK’s Board size and director additions?
The company agreed that its Board will not exceed nine directors during the covered period without GreenWood’s prior written consent. If the Board seeks to add a director, Jack in the Box will notify and consult with GreenWood in good faith before any appointment or nomination.
Who is the new independent director appointed to JACK’s Board?
Jack in the Box appointed Rachel Ruggeri, age 56 and former Executive Vice President and Chief Financial Officer of Starbucks Corporation, as an independent director effective September 17, 2026. She will participate in the company’s standard non-employee director compensation program.
Which JACK director plans to retire from the Board and when?
Michael Murphy notified Jack in the Box that he will not stand for re-election at the company’s 2027 Annual Meeting of Stockholders and will retire from the Board when his current term ends at that meeting. His decision is not due to any disagreement with the company.
How many restaurants does JACK operate and franchise, according to this filing?
Jack in the Box operates and franchises Jack in the Box restaurants, totaling approximately 2,115 restaurants across 25 states, Mexico and Guam. This footprint underscores the company’s scale in the quick service restaurant segment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
_____________________________________________________________________________________
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 | First Amendment to Nomination and Cooperation Agreement, dated September 17, 2026 | ||||
| 99.1 | Press Release of Jack in the Box Inc. dated September 21, 2026 | ||||
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 99.1
 | Contact: Rachel Webb Vice President, Finance & Investor Relations rachel.webb@jackinthebox.com (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
rachel.webb@jackinthebox.com