Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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JACK
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On December 18, 2023, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”), upon the recommendation of the Nominating and Governance
Committee, appointed Enrique Ramirez Mena as a member of the Board, effective January 15, 2024, to serve until the next annual meeting of shareholders.
There is no arrangement or understanding pursuant to which Mr. Ramirez Mena was appointed as a director and there are no related party transactions between the
Company and Mr. Ramirez Mena within the meaning of Item 404(a) of the Regulation S-K promulgated by the Securities and Exchange Commission. The Board has determined that Mr. Ramirez Mena 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 Mr. Ramirez Mena to any Board committees.
For service as a non-management director during the Company’s fiscal year 2024, Mr. Ramirez Mena 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. He 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 or March 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. Mr. Ramirez Mena 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 December 19, 2023, the Company issued a press release on the appointment of Mr. Ramirez Mena to the Board, a copy of which is furnished as Exhibit 99.1 and is
attached to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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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Date: December 19, 2023
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/s/ Darin Harris
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Darin Harris
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Chief Executive Officer
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