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Get filing alertsJack in the Box extends GreenWood cooperation agreement through 2028 and appoints Rachel Ruggeri to board
Filed September 21, 2026 · Period ending September 17, 2026 · ~1 min read
Key Changes
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high
Cooperation agreement with GreenWood Investors extended through the 2028 annual meeting nomination window, keeping standstill, voting, and other provisions in place.
Item 1.01 verify on EDGAR → -
medium
Board size capped at nine directors during the covered period without GreenWood's prior written consent.
Item 1.01 verify on EDGAR → -
medium
Company commits to hold an investor event by June 30, 2027 and consult with GreenWood on scheduling and agenda.
Item 1.01 verify on EDGAR → -
medium
Rachel Ruggeri, former Starbucks CFO, appointed as independent director effective September 17, 2026.
Item 5.02 verify on EDGAR → -
low
Michael Murphy will retire from the board at the 2027 annual meeting; filing states no disagreement with the company.
Item 5.02 verify on EDGAR →
Summary
Jack in the Box extended its cooperation agreement with activist investor GreenWood Investors through the 2028 annual meeting nomination window. The amendment keeps standstill, voting, and other provisions in place, caps the board at nine directors without GreenWood's consent, and commits the company to hold an investor event by June 30, 2027 with GreenWood consultation on scheduling and agenda.
GreenWood will also receive advance copies of investor materials and the company will consider its comments in good faith, though GreenWood has no approval rights. In connection with the agreement, the board appointed Rachel Ruggeri, former Starbucks CFO, as an independent director effective September 17, 2026.
Director Michael Murphy will retire at the 2027 annual meeting and will not stand for reelection; the filing states his decision is not due to any disagreement with the company. The company also reiterated that President Taylor Montgomery is expected to become CEO within the next 12 months and join the board at that time. For retail holders, the extension signals continued alignment with GreenWood and a commitment to board refreshment and investor engagement. The board size cap and investor event commitment give GreenWood ongoing influence over governance and communication, while the appointment of a seasoned restaurant-industry finance executive adds relevant expertise.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
The company agreed not to expand its board beyond nine directors during the covered period without GreenWood's prior written consent. This gives GreenWood a say in any board expansion, which could affect governance flexibility.
Added in current filing · verify on EDGAR →
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.
GreenWood will receive advance copies of investor event materials and certain other presentations before public release, and the company will consider GreenWood's comments in good faith. However, GreenWood has no approval rights and cannot delay public release.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Jack in the Box appoints Rachel Ruggeri as independent director and announces Michael Murphy's retirement from the Board.
Added in current filing · verify on EDGAR →
Effective September 17, 2026, the Board of the Company appointed Rachel Ruggeri to serve as an independent director of the Company.
The Board appointed Rachel Ruggeri, former Starbucks CFO, as an independent director effective September 17, 2026. The appointment was made in connection with discussions between the Company and GreenWood pursuant to the Nomination and Cooperation Agreement, as amended.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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.
Director Michael Murphy will retire from the Board at the 2027 Annual Meeting. The filing states his decision is not the result of any disagreement with the Company on any matter relating to operations, policies, or practices.
Event · Item 7.01 — Regulation FD Disclosure
Jack in the Box announces board changes and extends its Nomination and Cooperation Agreement with GreenWood.
Added in current filing · verify on EDGAR →
announcing the appointment of Rachel Ruggeri to the Board
Rachel Ruggeri has been appointed to the Board of Directors. The filing does not provide her background or committee assignments.
Added in current filing · verify on EDGAR →
the planned retirement of Michael Murphy from the Board
Michael Murphy plans to retire from the Board. The filing does not state an effective date or reason.
Added in current filing · verify on EDGAR →
the extension of the Company's Nomination and Cooperation Agreement with GreenWood
The Company extended its Nomination and Cooperation Agreement with GreenWood. No terms of the extension are disclosed in this Item 7.01.
Event · Exhibit 99.1
Jack in the Box appoints former Starbucks CFO Rachel Ruggeri to its board and extends its cooperation agreement with GreenWood.
Added in current filing · view on EDGAR →
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 added a new independent director with significant public-company finance and restaurant experience. This continues a board refreshment effort that has added new perspectives over the past year.
Added in current filing · view on EDGAR →
The Company and GreenWood have agreed to extend their existing cooperation agreement, including customary standstill, voting and other provisions.
The company and activist investor GreenWood Investors extended their cooperation agreement, which includes standstill and voting provisions. The amended agreement will be filed separately with the SEC.
Added in current filing · view on EDGAR →
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.
The filing reiterates a previously announced plan for President Taylor Montgomery to become CEO within the next 12 months and join the board at that time.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Michael Murphy will retire from the Board and will not stand for reelection at the Company’s 2027 Annual Meeting of Stockholders.
A sitting director is stepping down and will not seek reelection at the 2027 annual meeting. The filing does not state a reason for the retirement.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 22, 2026 · How we verify