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 2, 2013
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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)
Not
Applicable
(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 OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 7, 2013, Jack in the Box Inc. (the “Company”) announced that Linda A. Lang will retire from her role as the Company’s Chief Executive Officer and principal executive officer, effective January 1, 2014. Ms. Lang who currently serves as the Company’s Chairman of the Board, will also resign from the Board of Directors (the “Board”) of the Company, effective January 1, 2014. Ms. Lang’s retirement is not related to any disagreement between Ms. Lang and the Company regarding its operations, policies or practices.
In addition, on August 7, 2013, the Company announced that Leonard A. Comma will succeed Ms. Lang as the Company’s Chief Executive Officer and principal executive officer, effective January 1, 2014. Mr. Comma will also be appointed to the Board and serve as Chairman of the Board, effective January 1, 2014, and retain his title as President of the Company. Mr. Comma, 43, has served as the Company’s President and Chief Operating Officer since May 2012, as its Executive Vice President and Chief Operating Officer from November 2010 to May 2012 and as its Senior Vice President and Chief Operating Officer from February 2010 to November 2010. Mr. Comma joined the Company in 2001 as Director of Convenience Store & Fuel Operations for the Company’s proprietary chain of Quick Stuff convenience stores, which was sold in 2009. In 2004 he was promoted to Division Vice President of Quick Stuff Operations, and in 2006 he was promoted to Regional Vice President of Quick Stuff and the Company’s Southern California region. In 2007, Mr. Comma was promoted to Vice President of Operations, Division II, for Jack in the Box Inc. Mr. Comma has an MBA from Nova Southeastern University in Fort Lauderdale, Fla., and a bachelor’s degree in finance from Drexel University in Philadelphia.
On August 5, 2013, the Board approved a compensation package for Mr. Comma with respect to his anticipated employment as Chief Executive Officer, which provides for: an annual base salary of $800,000; a target annual bonus incentive under the Company’s annual cash incentive plan (“AIP”) of 100% of his base salary; and an annual perquisite of $66,500. The base salary, AIP and perquisite levels will be effective in November 2013, in conjunction with the Company’s annual officer compensation review and adjustments. Mr. Comma will be eligible for an annual equity grant under the Company’s stock incentive plan (the “SIP”) in fiscal 2014 consistent with his new position. During Mr. Comma’s employment with the Company, he will remain eligible to participate in the AIP, the SIP and other employee benefit and severance plans at levels consistent with his position and scope of responsibility.
There is no arrangement or understanding with any other person pursuant to which Mr. Comma was selected to serve as the Company’s principal executive officer, Chief Executive Officer and Chairman of the Board, and there are no family relationships between Mr. Comma and any director or executive officer of the Company. Additionally, there are no transactions between the Company and Mr. Comma that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Lang’s retirement and Mr. Comma’s promotion is attached as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
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| (d) Exhibits | ||
| The following exhibit is filed as part of this report: | ||
| Exhibit | ||
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No. |
Description |
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| 99.1 | Press Release of Jack in the Box Inc. dated August 7, 2013: Jack in the Box Inc. Announces Upcoming Chairman and CEO Transition. | |
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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 7, 2013 |
Exhibit 99.1
Jack in the Box Inc. Announces Upcoming Chairman & CEO Transition
Linda Lang to retire as Chairman & CEO; Leonard Comma named as successor
SAN DIEGO--(BUSINESS WIRE)--August 7, 2013--Jack in the Box Inc. (NASDAQ: JACK) today announced that Linda A. Lang will retire as the company’s Chairman of the Board and Chief Executive Officer, effective Jan. 1, 2014. Leonard A. Comma, currently President and Chief Operating Officer, will become Chairman, CEO and President of Jack in the Box Inc. at that time.
“Linda has done a remarkable job of leading the organization and transforming the business model,” said David Goebel, Lead Director of the Jack in the Box Inc. Board of Directors. “The company, its shareholders and other stakeholders are better off as a result of her vision and leadership. We are extremely grateful for her many contributions to the organization, which is well positioned for continued success.
“Linda has driven a comprehensive and robust key-position and succession planning process with which the Board is actively involved. Through this process, a strong leadership team is in place to support Lenny as he moves into his new role. The Board is highly confident that Lenny has the background, experience and skills necessary to seamlessly step into his new role and provide exceptional ongoing leadership for both brands.”
Since joining the company in 1984, Lang has held various positions of increasing responsibility in marketing, operations and finance, including officer-level positions since 1996. In 2003 she was promoted to President and Chief Operating Officer, and she held those positions until she was elected Chairman and CEO in 2005. In addition to her duties at Jack in the Box Inc., Lang serves on the board of directors for the WD-40 Company (NASDAQ: WDFC), San Diego State University’s College of Business Administration and the San Diego Regional Economic Development Corporation. She is also a member of the Corporate Directors Forum.
Under Lang’s leadership as Chairman and CEO, Jack in the Box Inc. has transformed its business model to benefit from increased franchise ownership of the Jack in the Box brand and expansion of its Qdoba Mexican Grill concept. Highlights include:
“I’m proud of my accomplishments and grateful for the tremendous support and commitment of our employees, franchisees and business partners who have worked so hard to achieve the transformation of our business,” Lang said. “I’m excited to see Lenny succeed me as Chairman and CEO. His extraordinary leadership skills, along with a great executive team that includes new Qdoba President Tim Casey, will enable the company to execute its strategic plan and continue its strong performance.”
Comma is currently responsible for the operations of all company and franchised Jack in the Box locations, as well as Menu Innovation, Marketing Communications, Consumer Insights & Analytics and Internal Brand Communications. Comma joined Jack in the Box Inc. in 2001 as Director of Convenience Store & Fuel Operations for the company’s proprietary chain of Quick Stuff convenience stores, which was sold in 2009. In 2004 he was promoted to Division Vice President of Quick Stuff Operations, and in 2006 he was promoted to Regional Vice President of Quick Stuff and the company’s Southern California region, which then included more than 150 company Jack in the Box restaurants. In 2007 he was promoted to Vice President of Operations, Division II, and had oversight of nearly 1,200 company and franchised restaurants in the Western U.S. Comma was named Senior Vice President and Chief Operating Officer of the company in February 2010 and was promoted to his current position in May 2012. Prior to joining Jack in the Box Inc., Comma was a Regional Manager for ExxonMobil, where he was responsible for supporting more than 300 franchisees in California, Nevada and Arizona. He has an MBA from Nova Southeastern University in Fort Lauderdale, Fla., and a bachelor’s degree in finance from Drexel University in Philadelphia.
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 21 states. Additionally, through a wholly owned subsidiary, the company operates and franchises Qdoba Mexican Grill®, a leader in fast-casual dining, with approximately 600 restaurants in 45 states, the District of Columbia and Canada. For more information on Jack in the Box and Qdoba, including franchising opportunities, visit www.jackinthebox.com or www.qdoba.com.
CONTACT:
Jack in the Box Inc.
Investor Contact:
Carol
DiRaimo, 858-571-2407
or
Media Contact:
Brian Luscomb,
858-571-2291