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):
August 4, 2011
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JACK IN THE BOX INC. |
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(Exact name of registrant as specified in its charter) |
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DELAWARE |
1-9390 |
95-2698708 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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9330 BALBOA AVENUE, SAN DIEGO, CA |
92123 |
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(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 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION |
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OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY |
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ARRANGEMENTS OF CERTAIN OFFICERS. |
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(d) Election of New Director
On August 4, 2011, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”) elected Madeline Kleiner as a member of the Board, effective September 22, 2011, to serve until the next annual meeting of shareholders.
Ms. Kleiner was most recently executive vice president, general counsel and corporate secretary for Hilton Hotels Corporation, a hotel and resort company. At Hilton, Ms. Kleiner oversaw the company’s legal affairs and the ethics, privacy and government affairs functions. Previously, Ms. Kleiner served as senior executive vice president, chief administrative officer and general counsel of H. F. Ahmanson & Company and its subsidiary, Home Savings of America, where she was responsible for oversight of legal, human resources, legislative and government affairs and corporate communications. Prior to that, Ms. Kleiner was a partner at the law firm of Gibson, Dunn & Crutcher, where she advised corporations and their boards primarily in the areas of mergers and acquisitions, corporate governance, securities transactions and compliance. There is no arrangement or understanding pursuant to which Ms. Kleiner was appointed as a director and there are no related party transactions between the Company and Ms. Kleiner. Ms. Kleiner has been appointed to the Nominating & Governance Committee.
For service as a non-management director during 2011, Ms. Kleiner will receive a pro rata portion of an annual (i) Board service cash retainer of $50,000 and (ii) Committee membership cash retainer of $5,000. She will also be eligible for awards of equity in the form of restricted stock units that vest one year from the date of grant. Under the Company’s Deferred Compensation Plan for Non-Management Directors, directors may elect to defer payment of all or any part of their retainers. Ms. Kleiner and the Company will also enter into the Company’s standard form of Directors Indemnification Agreement, the form of which is attached to the Company’s Form 10-K for the fiscal year ended September 29, 2002, as Exhibit 10.11.
On August 8, 2011, the Company issued a news release on Ms. Kleiner’s appointment to the Jack in the Box Inc. Board of Directors, which is furnished as Exhibit 99.1 and is attached to this Form 8-K.
Item 9.01 Exhibits
(d)
Exhibits
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Exhibit No. |
Description |
| 99.1 | Madeleine Kleiner to Join Jack in the Box Inc. Board of Directors |
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.
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JACK IN THE BOX INC. |
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| By: |
/s/ JERRY P. REBEL |
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Jerry P. Rebel |
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Executive Vice President |
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Chief Financial Officer |
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(Principal Financial Officer) |
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(Duly Authorized Signatory) |
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Date: August 8, 2011 |
Exhibit 99.1
Madeleine Kleiner to Join Jack in the Box Inc. Board of Directors
SAN DIEGO--(BUSINESS WIRE)--August 8, 2011--Jack in the Box Inc. (NASDAQ: JACK) today announced the addition of Madeleine Kleiner to the company’s board of directors, effective September 22, 2011.
Kleiner was most recently executive vice president, general counsel and corporate secretary for Hilton Hotels Corporation, a hotel and resort company. At Hilton, Kleiner oversaw the company’s legal affairs and the ethics, privacy and government affairs functions. She was also a member of the executive committee, with significant responsibility for board of directors matters. She left Hilton in 2008 after completing her responsibilities in connection with the sale of the company. Prior to Hilton, Kleiner served as senior executive vice president, chief administrative officer and general counsel of H. F. Ahmanson & Company and its subsidiary, Home Savings of America, where she was responsible for oversight of legal, human resources, legislative and government affairs and corporate communications. Previously, Kleiner was a partner at the law firm of Gibson, Dunn & Crutcher, where she advised corporations and their boards primarily in the areas of mergers and acquisitions, corporate governance, securities transactions and compliance.
Kleiner currently serves on the Board of Directors of Northrop Grumman Corporation. She also is vice chair of the UCLA Medical Center Board of Advisors and a member of the board of the New Village Charter School. She previously served as a director of several Merrill Lynch mutual funds operating under the Hotchkiss and Wiley name. Kleiner earned her bachelor’s degree from Cornell University and her juris doctorate from Yale Law School.
“Madi brings more than three decades of corporate leadership to her new role on our board,” said Linda A. Lang, chairman, CEO and president of Jack in the Box Inc. “With her strong background in corporate governance and experience as a senior executive for a major franchisor in the hospitality industry she’s an excellent fit with our board.”
About Jack in the Box Inc.
Jack in the Box Inc. (NASDAQ: JACK), based in San Diego, is a restaurant company that operates and franchises Jack in the Box® restaurants, one of the nation’s largest hamburger chains, with more than 2,200 restaurants in 19 states. Additionally, through a wholly owned subsidiary, the company operates and franchises Qdoba Mexican Grill®, a leader in fast-casual dining, with more than 550 restaurants in 42 states and the District of Columbia. For more information, visit www.jackinthebox.com.
CONTACT:
Jack in the Box Inc.
Brian Luscomb, 858-571-2291
brian.luscomb@jackinthebox.com