-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WbIDh8YpoBobn/FB1hsh8gTBZ2G1dkj0fb6T6YqzG2+anwFoxrTh9k4sGAi1CNDD 4igic/0dchBJL+KtKTwAxg== 0001157523-05-008297.txt : 20050922 0001157523-05-008297.hdr.sgml : 20050922 20050922123446 ACCESSION NUMBER: 0001157523-05-008297 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050502 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20050922 DATE AS OF CHANGE: 20050922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACK IN THE BOX INC /NEW/ CENTRAL INDEX KEY: 0000807882 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 952698708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09390 FILM NUMBER: 051097578 BUSINESS ADDRESS: STREET 1: 9330 BALBOA AVE CITY: SAN DIEGO STATE: CA ZIP: 92123-1516 BUSINESS PHONE: 6195712121 MAIL ADDRESS: STREET 1: 9330 BALBOA AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92123-1516 FORMER COMPANY: FORMER CONFORMED NAME: FOODMAKER INC /DE/ DATE OF NAME CHANGE: 19920703 8-K/A 1 a4978417.txt JACK IN THE BOX, INC. 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2005 ----------- JACK IN THE BOX INC. ---------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-9390 95-2698708 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 9330 BALBOA AVENUE, SAN DIEGO, CA 92123 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (858) 571-2121 -------------- (Registrant's telephone number, including area code) N/A --- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO OR AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT ---------------------------------------------------------- Jack in the Box Inc. is filing this amendment to its Current Report on Form 8-K filed May 2, 2005, to provide the following additional information: Linda A. Lang, President and Chief Operating Officer of Jack in the Box Inc. was named Chairman and Chief Executive Officer effective October 3, 2005. Ms. Lang's employment with the Company is on an at-will basis. The Compensation Committee of the Board of Directors set her salary for fiscal year 2006 at $700,000 per year effective October 3, 2005. In addition to base salary, Ms. Lang is eligible for (i) performance incentive compensation under the Company's Performance Bonus Plan, (ii) stock option awards under the Company's 2004 Stock Incentive Plan and (iii) awards of restricted stock under the Company's long-term incentive restricted stock program under the Company's 2004 Stock Incentive Plan. As more fully described in the Company's January 13, 2005 proxy statement (the "Proxy Statement"), awards under the Performance Bonus Plan are determined as a percentage of the officer's base salary based upon the achievement of earnings-per-share and other financial goals as may be established by the Compensation Committee. Ms. Lang's award for fiscal 2005 will not be changed as a result of her promotion. Awards for fiscal 2006 will be made, if at all, under the terms and subject to criteria as may be established by the Compensation Committee. As more fully described in the Company's Proxy Statement, determination of awards of stock options are made by the Compensation Committee based on competitive long-term incentive values relative to a comparison group with the recommendation of the Compensation Committee's compensation consultant. Ms. Lang received an award of 80,600 shares under an option agreement on September 16, 2005. The Company's long-term incentive restricted stock program for executives is described in the Company's Proxy Statement. In connection with her promotion, Ms. Lang received an award of 10,000 shares of restricted stock under this program. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF --------------------------------------------------------- DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS -------------------------------------------- Ms. Lang is party to a Compensation and Benefits Assurance Agreement (the "Agreement") with the Company. The following brief summary of the material terms and conditions of the Agreement is qualified in its entirety by the Agreement, the form of which has been previously filed with the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 1997. The Agreement provides for certain benefits in the event of termination of employment following a change in control of the Company. The Agreement has a current term expiring on July 2, 2006, and is automatically extended for additional two-year terms thereafter unless a minimum of six months written notice is given to the contrary. If there is a "change of control" (as defined in the Agreement) during the term of the Agreement, Ms. Lang will be entitled to receive the payments and benefits specified in the event that employment is terminated within 24 months thereafter (i) involuntarily, without cause or (ii) voluntarily for "good reason" (as defined in the Agreement). Amounts payable under the Agreement include all amounts earned by Ms. Lang prior to the date of termination and a lump sum equal to 2.5 multiplied by Ms. Lang's annual base salary, bonus and the Company's matching contribution to any effective deferred compensation plan. In addition, the Agreement provides for a continuation of health insurance benefits for a period of up to 18 months following termination and certain incidental benefits. ITEM 8.01 OTHER EVENTS ------------ On September 15, 2005, the Board of Directors approved a decrease to the number of authorized directors from 10 to 9, effective October 3, 2005, upon the resignation of director Robert J. Nugent. 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 hereunto duly authorized. JACK IN THE BOX INC. By: /s/ JERRY P. REBEL ---------------------------- Jerry P. Rebel Senior Vice President Chief Financial Officer (Principal Financial Officer) (Duly Authorized Signatory) Date: September 16, 2005 -----END PRIVACY-ENHANCED MESSAGE-----