Current Report · Items 1.01, 5.02, 7.01, 9.01 · 8-K
Jack In The Box Inc.
JACKNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
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.…
Filed Sep 21, 2026Accepted Sep 21, 2026, 4:10 PM EDTCIK 807882Accession 0000807882-26-000098
Company context
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.
Current securities
Registered securities in this filing
JACK IN THE BOX INC. · 8-K · Filed 2026-09-21
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: c-1
Dimensions: Not supplied
Accession 000080788226000098 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 5.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
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 5.02Item 5.02 - Departure/Election of Directors
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) ex991-pressreleasexbodanno.htmExhibit 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 …
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