Jack in the Box Inc. filed an 8-K with the SEC on September 21, 2026, disclosing a new independent director appointment, an upcoming board retirement, and an amendment to its cooperation agreement with GreenWood Investors, LLC.

Key Highlights

  • New director appointed: Rachel Ruggeri, age 56 and former Executive Vice President and Chief Financial Officer of Starbucks Corporation, was appointed as an independent director effective September 17, 2026.
  • Board retirement announced: Michael Murphy notified the company on September 17, 2026, that he will not stand for re-election at the 2027 Annual Meeting of Stockholders.
  • Cooperation agreement extended: The company entered into a First Amendment to its Nomination and Cooperation Agreement with GreenWood Investors, LLC, extending the term through the nomination window for the 2028 annual meeting of stockholders.
  • Board size cap established: The Board will not exceed nine directors during the covered period without GreenWood's prior written consent, according to the filing.
  • Investor event commitment: The company 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 scheduling and agenda.

Jack in the Box Board Changes and GreenWood Amendment Details

According to the 8-K filed by Jack in the Box Inc. (NASDAQ:JACK), the company entered into a First Amendment to the Nomination and Cooperation Agreement with GreenWood Investors, LLC on September 17, 2026. The original agreement was dated November 3, 2025. The filing states the 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."

The filing further discloses that the Board of Directors appointed Rachel Ruggeri as an independent director on September 17, 2026. The company noted her appointment was made "in connection with discussions between the Company and GreenWood pursuant to the Nomination and Cooperation Agreement, as amended." The filing states there is no other arrangement or understanding between Ms. Ruggeri and any other person pursuant to which she was selected, and that 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.

Separately, the filing discloses that Michael Murphy notified the company on September 17, 2026, that he will not stand for re-election at the 2027 Annual Meeting of Stockholders and will retire from the Board upon expiration of his current term. The filing states that his "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." The 8-K was signed by Mark King, identified as Executive Chairman and Interim Chief Executive Officer.

What Was Disclosed

The filing covers three related disclosures: the appointment of Rachel Ruggeri as an independent director, the planned board retirement of Michael Murphy at the 2027 Annual Meeting, and the amendment of the company's cooperation agreement with GreenWood Investors, LLC extending through the 2028 nomination window.