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):
April 10, 2017
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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) Appointment of New Director
On April 10, 2017, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee, appointed Man Wein Vivien Yeung as a member of the Board, effective April 11, 2017, to serve until the next annual meeting of shareholders.
There is no arrangement or understanding pursuant to which Ms. Yeung was appointed as a director and there are no related party transactions between the Company and Ms. Yeung within the meaning of Item 404(a) of the Regulation S-K promulgated by the Securities and Exchange Commission. The Board has determined that Ms. Yeung 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.
The Board has not yet appointed Ms. Yeung to any Board committees.
For service as a non-management director during the Company’s fiscal year 2017, Ms. Yeung will receive a pro rata portion of an annual (i) Board service cash retainer of $65,000 and (ii) if and upon appointment to any committees, committee membership cash retainers ranging from $5,000 to $10,000 depending on the committee. 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. 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. Yeung 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 April 11, 2017, the Company issued a news release on Ms. Yeung’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 Vivien M. Yeung Joins Jack in the Box Inc. Board of Directors
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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: April 11, 2017 |
Exhibit 99.1
Vivien M. Yeung Joins Jack in the Box Inc. Board of Directors
SAN DIEGO--(BUSINESS WIRE)--April 11, 2017--Jack in the Box Inc. (NASDAQ: JACK) today announced that Vivien M. Yeung has joined the company’s board of directors, effective April 11, 2017. Yeung is Chief Strategy Officer at lululemon athletica inc., a healthy lifestyle inspired athletic apparel company. In that role, she is responsible for developing the company’s long-term vision, growth strategy, market development plans and business development.
“We are delighted to welcome Vivien to our board, and look forward to leveraging her experience for our Jack in the Box® and QDOBA® brands,” said Lenny Comma, chairman and CEO at Jack in the Box Inc. “Vivien’s expertise in creating and driving long-term strategies and vision for trend-setting and rapidly growing public companies like lululemon and Starbucks, along with her marketing background and acumen in finance and economics, adds a unique perspective to our board.”
Yeung joins the Jack in the Box Inc. board with more than 20 years of experience in driving growth for leading retail and consumer brands by focusing on trends and insights, pricing and market analytics, new ventures and business development. Prior to joining lululemon in 2011, Yeung was a consultant to philanthropies, non-profit organizations, and small-to-medium enterprises on strategy development. She began her career at Bain & Company, supporting clients across Greater China, Southeast Asia and Australia on market entry and growth strategies, process improvement and private equity due diligence. From 2002 to 2008, Yeung worked at Starbucks Coffee Company, leading strategy development and process improvement for its North America, International, and Global Product organizations.
Yeung has a B.A. in Economics from Cambridge University and an M.B.A from Harvard Business School.
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 and Guam. Additionally, through a wholly owned subsidiary, the company operates and franchises Qdoba Mexican Eats®, a leader in fast-casual dining, with more than 700 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.
Investor Contact:
Carol
DiRaimo, (858) 571-2407
or
Media Contact:
Brian Luscomb,
(858) 571-2291