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):
     February 28, 2020
  


 
JACK IN THE BOX INC.
  
 
(Exact name of registrant as specified in its charter)
  

Delaware
001-09390
95-2698708
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(I.R.S. Employer Identification
Number)

 
9330 Balboa Avenue, San Diego, California
92123
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
JACK
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders
 
The annual meeting of the stockholders of Jack in the Box Inc. (the “Company”) was held on February 28, 2020. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company's proxy statement, were as follows: (1) Election of the ten members of the board of directors; (2) Ratification of the appointment of KPMG LLP as independent registered public accountants for the fiscal year ending September 27, 2020; and (3) Consideration and approval of an advisory (non-binding) resolution regarding executive compensation. All directors were elected; and Proposals (2) and (3) were approved.  The final voting results are set forth below.
 
(1)  The following directors were elected by the affirmative vote of a majority of votes cast for that director (abstentions and broker non-votes are not counted either as a vote cast “for” or “against):
         Nomines
No. of
Shares
Voted For
% of
Shares
Cast For
No. of Shares
Voted Against
No. of
Shares
Abstaining
No. of
Broker
Non-Votes
Jean M. Birch
18,868,363
98.59
269,045
  78,015
2,368,067
Leonard A. Comma
18,454,094
96.75
619,493
141,836
2,368,067
John P. Gainor
19,056,666
99.58
  80,736
  78,021
2,368,067
David L. Goebel
18,915,698
98.84
221,785
  77,940
2,368,067
Sharon P. John
19,027,082
99.42
110,573
  77,768
2,368,067
Madeleine A. Kleiner
19,007,947
99.32
129,482
  77,994
2,368,067
Michael W. Murphy
18,758,399
98.02
378,883
  78,141
2,368,067
James M. Myers
19,061,196
99.60
  75,985
  78,242
2,368,067
David M. Tehle
18,666,876
97.54
470,303
  78,244
2,368,067
Vivien M. Yeung
19,066,539
99.63
  71,095
  77,789
2,368,067
 
(2)  The appointment of KPMG LLP was ratified by a majority of the votes cast (there were no broker non-votes on this proposal):
No. of Shares Voted
For
% of Shares
Voted For
No. of Shares Voted
Against
No. of
 Shares Abstaining
20,982,758
97.22
519,938
80,794
 
(3)  The compensation of named executive officers was approved, on an advisory basis, by a majority of the votes cast (abstentions are counted as votes “against” the proposal; broker non-votes are not counted as either “for” or “against” the proposal):
No. of Shares
Voted For
% of Shares
Voted For
No. of Shares
Voted Against
No. of Shares
Abstaining
No. of
Broker
 Non-Votes
18,370,245
95.60
749,520
95,658
2,368,067
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/ Lance Tucker
 
 
 
Lance Tucker
 
 
 
Executive Vice President
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)
 
 
 
(Duly Authorized Signatory)
 
 
 
Date: March 4, 2020