-----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, Pt70NkBca0HG4F215rRRUB7SLn6OD2zvfP13VLtizx99eUGTi9IsCKmPzcjiGeUx YtDSUUNZrK4n6J6j6871qg== 0001157523-05-010239.txt : 20051116 0001157523-05-010239.hdr.sgml : 20051116 20051116154834 ACCESSION NUMBER: 0001157523-05-010239 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051110 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051116 DATE AS OF CHANGE: 20051116 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: 1002 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09390 FILM NUMBER: 051209868 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 1 a5022823.txt JACK IN THE BOX INC. 8-K 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): November 10, 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 A MATERIAL DEFINITIVE AGREEMENT Director Compensation. On November 10, 2005, the Compensation Committee of the Board of Directors approved that the form and rate of compensation paid to non-employee directors would remain the same in fiscal year 2006 as the form and rate of compensation paid to non-employee directors during fiscal year 2005, as set forth in the Jack in the Box Inc. Proxy Statement dated January 13, 2005. Each year non-employee directors receive options to purchase shares of Jack in the Box Inc. stock. In past years, the number of shares granted has been determined pursuant to the Non-Employee Director Stock Option Plan, as amended (the "95 Plan"). Although the 95 Plan expired in 2005, the Compensation Committee elected to use a formula similar to that set forth in the 95 Plan based on the relationship of director compensation to the fair market value of Jack in the Box Inc. stock, for determining the number of shares to be granted. Effective November 14, 2005, the Compensation Committee approved the annual grant of stock options to non-employee directors in the amount of 8,300 shares. All such options will have an exercise price equal to the fair market value of Jack in the Box Inc. stock on the date of grant and will be subject to the terms and conditions of the Jack in the Box Inc. Non-Employee Director Stock Option Award Agreement under the 2004 Stock Incentive Plan, as previously filed on Form 8-K November 14, 2005. Executive Compensation. Effective November 14, 2005, the Compensation Committee approved new annual base salaries for Executive Vice President Lawrence E. Schauf of $354,000, for Senior Vice President David M. Theno of $332,000 and for Gary Beisler, the Chief Executive Officer of the Company's wholly owned subsidiary Qdoba Restaurant Corporation, of $300,000. ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On November 11, 2005, the Board of Directors approved an amendment and restatement to the Corporation's Bylaws effective November 11, 2005. Section 3.12 "Emergency" bylaw was added in order to provide procedures to be used in the event of an emergency (as defined in Delaware law) to call, provide adequate notice of, and establish a quorum at a meeting of the Board of Directors or any Committee of the Board. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS The following exhibit is filed as part of this report: Exhibit No. Description - ----------- --------------- 3.2a Section 3.12 "Emergency" bylaw amendment to the Amended and Restated Bylaws of Jack in the Box Inc. 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: JERRY P. REBEL -------------- Jerry P. Rebel Executive Vice President Chief Financial Officer (Principal Financial Officer) (Duly Authorized Signatory) Date: November 16, 2005 EX-3.2A 2 a5022823ex3-2a.txt EXHIBIT 3.2A Exhibit 3.2a AMENDMENT TO THE JACK IN THE BOX INC. AMENDED AND RESTATED BYLAWS Exhibit 3.2a SECTION 3.12 Emergency. In the event of any emergency, disaster or catastrophe, or similar emergency condition, as referred to in Section 110 of the Delaware General Corporation Law, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot be readily convened for action, any director or officer of the Corporation may call a meeting of the Board of Directors or any standing committee of the Board of Directors. Notice of such meeting shall be adequate if the director or officer calling such meeting has informed or attempted to inform all directors by means of telephone, facsimile, email and cell phone, using such telephone, facsimile, email and cell phone numbers and addresses as are on file with the Corporation for each director from time to time or, in the event such numbers and addresses are not readily available from the Corporation, at the most recent number or address available to the director or officer calling the meeting. If, as a result of such an emergency, disaster or catastrophe, a quorum of the Board of Directors or a standing committee of the Board cannot readily be convened for action, the director or directors in attendance at the meeting shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board as they shall deem necessary and appropriate. -----END PRIVACY-ENHANCED MESSAGE-----