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 30, 2014
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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 OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) On September 4, 2014, Jack in the Box Inc. (the “Company”) announced it will appoint Ms. Frances Allen to the position of Jack in the Box Brand President, anticipated effective October 27, 2014. In this role, she will be succeeding Mr. Leonard Comma, who continues as Chairman and Chief Executive Officer of the Company, positions he was appointed to on January 1, 2014.
Ms. Allen has more than 30 years of brand and marketing experience. Since June 2013, she has served as Executive Vice President and Chief Brand Officer of Denny’s Corporation where her responsibilities include developing and executing marketing strategies across the Denny’s brand, product development and non-traditional restaurant development. She joined Denny’s Corporation in July 2010 as Executive Vice President and Chief Marketing Officer. From 2007 to 2009, Ms. Allen served as Chief Marketing Officer of Dunkin’ Brands where she was responsible for category management, including price, packaging and promotion, for more than 6,000 Dunkin’ Donut stores in the U.S. From 2004 to 2007, she was Vice President of Marketing, North America at Sony Ericsson Mobile Communications, and from 1998 to 2004, she held several positions at PepsiCo, most recently as Vice President of Marketing. In 1997, Ms. Allen served as Director of International Advertising for Frito-Lay. Ms. Allen began her career in 1983 at a London-based advertising agency, Benton & Bowles, which subsequently became D’Arcy Masius Benton & Bowles (DMB&B). She held several positions with that agency, most recently as Senior Vice President, Worldwide Account Director. Since November 2013, Ms. Allen has served on the Board of Directors of MarineMax, Inc., the nation’s largest recreational boat and yacht retailer. Ms. Allen is a graduate of Southampton University in Hants, United Kingdom.
On August 30, 2014, the Company entered into an offer letter (the “Offer Letter”) with Ms. Allen with respect to her employment as Jack in the Box Brand President. The Offer Letter provides for an annual base salary of $500,000 and a target annual bonus incentive under the Company’s Annual Performance Incentive Plan of 75% of her base salary, plus an annual cash perquisite allowance of $45,700. The Offer Letter also provides that Ms. Allen will be eligible for an equity award under the Company’s Long-Term Incentive Plan in fiscal 2015 with an expected target value of $500,000, consisting of a mix of stock options, performance share units and restricted stock units (RSUs), with the RSUs subject to holding requirements.
In addition, subject to Board approval, Ms. Allen will receive a one-time new hire grant of RSUs with a grant date fair value of $300,000, which will be subject to a three-year vesting schedule at 33% per year. She will also receive a conditional $200,000 sign-on bonus (less withholdings), which she will be required to repay on a pro-rata basis if her employment with the Company ends for certain reasons before she completes two years of service. The one-time grant of RSUs and sign-on bonus are intended to help compensate Ms. Allen for the value of the equity grants and bonuses she forfeits by leaving her employer to join the Company. Ms. Allen will also be entitled to relocation costs, including reimbursement for temporary housing and a lump sum payment. In addition, if the Company should determine not to continue Ms. Allen’s employment without cause, she will be entitled to severance pay equal to twelve months of base salary.
There are no arrangements or understandings with any other person pursuant to which Ms. Allen was appointed as Jack in the Box Brand President, and there are no family relationships between Ms. Allen and any director or executive officer of the Company. Additionally, there are no transactions between Ms. Allen and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
On September 4, 2014, the Company issued a news release announcing Ms. Allen’s appointment, a copy of which is furnished with this report as Exhibit 99.1. In addition, a copy of the Offer Letter is filed with this report as Exhibit 99.2. The foregoing description of the terms of the Offer Letter is qualified in its entirety by reference to the full text thereof, which is incorporated by reference herein.
Item 9.01 Exhibits (d) Exhibits
Exhibit No. Description
99.1 Frances Allen Named Brand President of Jack in the
Box® Restaurants
99.2 Offer letter to Frances
Allen, dated August 30, 2014
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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: September 4, 2014 |
Exhibit 99.1
Frances Allen Named Brand President of Jack in the Box® Restaurants
SAN DIEGO--(BUSINESS WIRE)--September 4, 2014--Jack in the Box Inc. (NASDAQ: JACK) today announced that Frances Allen will join the company as President of the Jack in the Box® restaurant brand, effective October 27. Allen has more than 30 years of branding and marketing experience, including senior leadership roles at such major organizations as Denny’s, Dunkin’ Brands, Sony Ericsson Mobile Communications, PepsiCo and Frito-Lay.
“We’re excited that Frances has agreed to lead the Jack in the Box brand,” said Lenny Comma, Jack in the Box Inc. Chairman and Chief Executive Officer. “Frances is a proven leader whose management style will be a great fit with the Jack in the Box culture. She has extensive experience in strengthening the brand positioning of several major retail and foodservice brands, and I’m looking forward to her contributions at Jack in the Box.
“With Frances overseeing Jack in the Box and Tim Casey leading our Qdoba Mexican Grill® brand, the senior leadership team at the company is set. I have every confidence in our ability to continue effectively growing our brands and positioning Jack in the Box and Qdoba, as well as the overall enterprise, for continued success in the years ahead.”
Allen will leave her current position as Executive Vice President and Chief Brand Officer at Denny’s Corporation to take the new role at Jack in the Box. She joined Denny’s in 2010 as EVP and Chief Marketing Officer with responsibility for developing and executing marketing strategies across the Denny’s brand. When Allen was promoted to Chief Brand Officer in 2013, she assumed additional responsibility for product development and oversaw Denny’s non-traditional restaurant development, including locations at college campuses, airports and military installations.
From 2007 to 2009, Allen was Chief Marketing Officer of Dunkin’ Brands and was responsible for category management, including price, packaging and promotion, for more than 6,000 Dunkin’ Donut stores in the U.S. From 2004 to 2007, Allen was Vice President of Marketing, North America at Sony Ericsson Mobile Communications, a multinational mobile phone manufacturing company headquartered in London, and from 1998 to 2004, she held several positions at PepsiCo, most recently as Vice President of Marketing. Allen began her career in 1983 at a London-based advertising agency, Benton & Bowles, which subsequently became D’Arcy Masius Benton & Bowles (DMB&B). She held several positions with that agency, most recently as Senior Vice President, Worldwide Account Director. In 1997, Allen joined Frito-Lay as Director of International Advertising. Allen is a graduate of Southampton University in Hants, United Kingdom.
Allen said, “I am honored to be offered the opportunity to lead this terrific American brand along with the dedicated employees and franchisees who have made the brand what it is today, and excited to join the very talented management team at Jack in the Box Inc.”
When Allen joins Jack in the Box, Comma will relinquish the additional title of President that he’s held since May 2012, but he will continue serving as Chairman and CEO of the company, positions he has held since January 2014.
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.
Investors:
Carol DiRaimo,
858-571-2407
or
Media:
Brian Luscomb, 858-571-2291
Exhibit 99.2
August 25, 2014
Ms. Frances Allen
P.O. Box 281
Fancy Gap, VA 24328
Dear Frances,
Congratulations! I am pleased to confirm our offer for the Brand President of Jack in the Box position for Jack in the Box Inc. (the “Company”). Subject to Board approval, you will be designated as an officer of Jack in the Box Inc. The anticipated start date for your employment is October 20, 2014. This offer is contingent upon completion of a positive background check. Below please find the specifics of our offer regarding compensation, benefits, and terms of employment.
Base Salary - You will receive a bi-weekly salary of $19,230.77, which is equivalent to an annual salary of $500,000.
Allowances - As a senior leader, you will receive an annual cash perquisite allowance of $45,700, paid on a bi-weekly basis. This allowance is intended to defray expenses for financial planning, and for the use of your personal automobile, cell phone, or other equipment for business purposes.
Annual Incentive - You are eligible to participate in the annual Performance Incentive Plan (Plan) for Jack in the Box executive management which is based on fiscal year performance. To be a participant in the Plan, you must be employed at the end of the fiscal year, and must be an active employee of the Company for six or more consecutive accounting periods (24 weeks) during the fiscal year. Based on your start date, you will be eligible to participate in the Plan beginning Fiscal Year 2015 (September 29, 2014) – any payment in fiscal 2015 will be prorated 12/13 (12 periods of employment during the fiscal year). Based on achievement of Jack in the Box and Company performance targets, the incentive potential for your position is 75% of base salary at target, up to a maximum of 150% of base salary, payable as a lump sum cash award.
Long-Term Incentive - Pursuant to this offer and subject to Board approval, you will be eligible to receive a long-term incentive stock grant in November 2014 with a target value of $500,000 at grant. The grant currently consists of 50% stock options, 30% performance share units (PSU), and 20% restricted stock units (RSU), with RSU shares subject to a holding requirement until termination of service (100% of after-tax net shares if stock ownership guideline is not met, or 50% of after-tax net shares if ownership guideline is met). The current Brand President stock ownership guideline is one times salary. All grants are awarded pursuant to the 2004 Stock Incentive Plan and grant agreement.
One-Time New Hire Grant - Subject to Board approval, you will receive a one-time new hire grant of restricted stock units (RSU) with a grant date fair value of $300,000. The RSUs are subject to a three-year vesting schedule at 33% per year. The grant will be made effective one full-week after your start date.
Your rights under the Annual Performance Incentive Plan and the 2004 Stock Incentive Plan are subject to the specific terms of the Plan and grant agreement, and your entitlement to rights under the Plans may be limited.
Sign-On Bonus - You will be granted a conditional $200,000 sign-on bonus (less withholdings), which will be paid approximately two weeks from your start date. If your employment with the Company ends by your terminating without Good Reason or the Company terminating for Cause both as defined below prior to completing two years of service, you agree to immediately repay the pro-rated gross amount of this bonus and consent to the Company deducting amounts payable to you, from pay or otherwise to cover in whole or in part, amounts you are obligated to repay.
Frances Allen
Page 2
Deferred Compensation Program - As a highly compensated employee, you will be eligible to participate in the Executive Deferred Compensation Plan (EDCP) which is a non-qualified, pre-tax deferred compensation plan. Participants may contribute up to 50% of base salary and 85% of annual incentive in whole percentages. The Company matches 100% of the first 3% of deferred salary and 3% of deferred annual incentive.
Additionally, you are eligible to receive an additional contribution by the Company of 4% of base salary and 4% of annual incentive into the EDCP each year for up to 10 years.
Vacation/Sick Program - As an executive, you will not accrue vacation; you are allowed to take time off consistent with the needs of the business and the expectations of your supervisor. You will accrue six days per year of sick time which may be carried over each year to a maximum of 60 days.
Benefits - You will be eligible to participate in the Company’s health and welfare plans effective the first day of the calendar month following one month of service. All benefit plans are subject to change and the benefits described in this offer letter, and the plans, are not guaranteed in any way. To the extent the terms of any plan differ from what is in this letter, the terms of the plan will determine the right and the amount of any benefits.
You will also receive an enhanced level of employer-paid term life-insurance with a total value of $770,000.
Relocation To support your move to San Diego, California, you will be contacted by Plus Relocation. They will review our policy with you and coordinate your move. Please note that our Relocation Policy specifies the applicable rules including situations where it may be necessary to repay a pro-rated amount of the relocation costs. As part of your relocation, you will receive an additional lump sum cash payment of $35,000, less withholding, and reimbursement for up to 6 months temporary housing. If you have any questions about the Relocation Policy, please contact Susan Pettijohn, our relocation manager, at (858) 571-2252. We also suggest you consult with your personal tax advisor regarding relocation.
Employment If Jack in the Box should determine not to continue your employment without Cause, you will be entitled to severance pay equal to 12 months of base salary subject to you executing a full general release in a form approved by the Company releasing any and all claims against the Company.
“Cause” shall be limited to insubordination by refusing to comply with a directive from the CEO or the Board of the company that is consistent with your position and job duties; a material violation of Company rules or any of the terms of any agreement between you and the Company; sexual or other unlawful harassment, intentional, unauthorized release of confidential information about the Company; providing services to a competitor or otherwise competing with the Company during the term of your employment; unethical or illegal conduct, gross negligence, recklessness or willful misconduct with respect to the business of the Company; failure or refusal to comply with a directive from the CEO or Board of the Company consistent with your job duties; death; disability of more than 90 consecutive days or 120 days in the aggregate in any 12 month period; or voluntary termination of employment without Good Reason.
“Good Reason” shall be limited to a material diminution in your position or compensation or change in your principal place of employment without your prior written approval, but only if you give written notice of the grounds constituting Good Reason and afford the Company 30 days to remedy that cause, and you then terminate your employment within 30 days of the failure or refusal of the Company to remove or remedy the Good Reason.
Frances Allen
Page 3
Jack in the Box Inc. requires as a condition of employment that new employees agree to keep certain business information confidential, and also to submit most employment disputes to binding arbitration. As part of your orientation, you will be required to sign our Confidentiality Agreement and Dispute Resolution Agreement, which will be included with your new hire forms.
You should also know that it is the Company’s policy that the employment relationship is one of “at will.” This simply means that either party, you or the Company, may terminate the employment relationship at any time, with or without cause. The only exception is if the President of the Company agrees in writing that you may only be terminated for cause.
Your signature below will be your acknowledgement that you have read, understood and agree to the above information, including that you are an “at will” employee. Please sign one copy of this letter and return to me in the enclosed envelope.
Sincerely,
/s/ Mark Blankenship
EVP, Chief People, Culture & Corporate
Strategy Officer
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/s/ Frances Allen |
8/30/ 2014 |
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Frances Allen |
Date |