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):
July 31, 2014
|
JACK IN THE BOX INC. |
||
|
(Exact name of registrant as specified in its charter) |
|
DELAWARE |
1-9390 |
95-2698708 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer 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 5.02 DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) Appointment of New Director
On July 31, 2014, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”) elected Sharon Price John as a member of the Board, effective September 18, 2014, to serve until the next annual meeting of shareholders.
There is no arrangement or understanding pursuant to which Ms. John was appointed as a director and there are no related party transactions between the Company and Ms. John. The Board has determined that Ms. John satisfies the requirements of independence under the NASDAQ listing standards and the additional Director Independence Guidelines adopted by the Board for service on the Board and committees of the Board, including the Audit and Compensation Committees.
Ms. John will serve on the Nominating & Governance Committee and Compensation Committee.
For service as a non-management director during the Company’s fiscal year 2014, Ms. John will receive a pro rata portion of an annual (i) Board service cash retainer of $50,000 and (ii) Committee membership cash retainer of $12,500. She will also be eligible for awards of equity in the form of restricted stock units (RSUs). Non-employee director RSU awards are generally made each February and vest one year from the date of grant, subject to election to defer. 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. John 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-Q, filed August 10, 2012, as Exhibit 10.11.
On August 4, 2014, the Company issued a news release on Ms. John’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
Exhibit No. Description
99.1 Sharon John 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.
|
|
JACK IN THE BOX INC. |
|
| By: |
/s/ JERRY P. REBEL |
|
|
Jerry P. Rebel |
||
|
Executive Vice President |
||
|
Chief Financial Officer |
||
|
(Principal Financial Officer) |
||
|
(Duly Authorized Signatory) |
||
|
Date: August 4, 2014 |
Exhibit 99.1
Sharon John to Join Jack in the Box Inc. Board of Directors
SAN DIEGO--(BUSINESS WIRE)--August 4, 2014--Jack in the Box Inc. (NASDAQ: JACK) today announced that Sharon John will be joining the company’s board of directors, effective September 18, 2014. John is Chief Executive Officer of Build-A-Bear Workshop, Inc., an interactive entertainment retailer with approximately 400 company and franchised Build-A-Bear Workshop stores worldwide generating close to $400 million in annual sales.
John joins the Jack in the Box Inc. board with more than 25 years of retail marketing, branding and executive management experience in the public and private sectors. Prior to joining Build-A-Bear Workshop, Inc. in 2013, she served three years as President of the Stride Rite Children’s Group, a footwear division of Wolverine Worldwide with more than 300 stores in the U.S. and abroad. From 2002 to 2010 John held several senior management roles with Hasbro Inc., most recently as General Manager and Senior Vice President of its Global Preschool/Playskool business unit and, prior to that as the Senior Vice President and General Manager of the U.S. Toy division where she managed a wide portfolio of brands, including NERF, Transformers and My Little Pony. In 2002, John founded her own toy company, Checkerboard Toys, and served as its CEO until joining Hasbro. In 1999 John was Vice President of Marketing & Product Development for the U.S. toy division of Vtech Holdings Ltd., and from 1994 to 1999 she held several senior management positions at Mattel, Inc., most recently as Vice President of International Marketing for the company’s Disney business unit. John also has experience working at top marketing and advertising agencies, including DDB Needham Worldwide and Backer Spielvolgel Bates, both in New York.
“Sharon is a tremendous addition to our board,” said Lenny Comma, chairman and CEO at Jack in the Box Inc. “For more than two decades she’s been a driving force at some of the most popular consumer brands in North America. We’re looking forward to benefiting from her extensive experience positioning businesses like Build-A-Bear Workshop and Stride Rite for growth and success as we continue to expand our Jack in the Box® and Qdoba® brands.”
John holds a bachelor’s degree in Communications from the University of Tennessee at Knoxville and an MBA in International Business and Marketing from Columbia University in New York.
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 2,250 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 more than 600 restaurants in 47 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.
Brian Luscomb, (858) 571-2291
brian.luscomb@jackinthebox.com