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Published: 2023-03-03 16:54:51 ET
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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): March 3, 2023


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)

9357 Spectrum Center Blvd, San Diego, CA 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 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
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 March 3, 2023. 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 nine members of the board of directors; (2) Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending October 1, 2023; (3) Consideration and approval of an advisory (non-binding) resolution regarding executive compensation; (4) Approval of the Jack in the Box Inc. 2023 Omnibus Incentive Plan; and (5) Consideration and approval of an advisory (non-binding) resolution regarding the frequency of the vote on executive compensation.

All directors were elected; Proposals (2), (3), and (4) were approved; and a frequency of one year was approved for Proposal (5). The final voting results are set forth below.

(1) The votes cast for, against or abstaining from, and the broker non-votes with respect to, the election of directors, were as follows:

Nominees
No. of Shares
Voted For
% of
Shares
Cast For
No. of Shares
Voted Against
% of
Shares
Cast
Against
No. of
Shares
Abstaining
No. of
Broker Non-
Votes
Guillermo Diaz, Jr.
16,429,757
92.10
1,408,903
 7.90
 6,269
1,094,582
David L. Goebel
15,875,607
89.00
1,962,643
11.00
 6,679
1,094,582
Darin S. Harris
16,026,707
89.85
1,811,110
10.15
 7,112
1,094,582
Sharon P. John
16,375,952
91.80
1,462,464
 8.20
 6,513
1,094,582
Madeleine A. Kleiner
15,733,296
88.19
2,107,119
11.81
 4,514
1,094,582
Michael W. Murphy
15,862,483
88.93
1,975,405
11.07
 7,041
1,094,582
James M. Myers
15,950,098
89.42
1,887,596
10.58
 7,235
1,094,582
David M. Tehle
15,799,913
88.57
2,037,981
11.43
 7,035
1,094,582
Vivien M. Yeung
16,314,284
91.46
1,523,960
 8.54
 6,685
1,094,582

(2) The votes cast for, against or abstaining from, with respect to, the ratification of the appointment of KPMG LLP as independent registered public accountants for the fiscal year ending October 1, 2023, were as follows:

No. of Shares
Voted For
% of
Shares
Voted For
No. of Shares
Voted Against
% of Shares
Voted
Against
No. of
 Shares
Abstaining
%. of
 Shares
Abstaining
18,260,766
96.42
674,123
3.56
4,622
0.02

(3) The votes cast for, against or abstaining from, and the broker non-votes with respect to the advisory vote to approve executive compensation were as follows:

No. of Shares
Voted For
% of
Shares
Voted For
No. of
Shares
Voted
Against
% of
Shares
Voted
Against
No. of
 Shares
Abstaining
%. of
 Shares
Abstaining
No. of
Broker
 Non-Votes
17,286,027
96.87
545,315
3.06
13,587
0.07
1,094,582

(4) The votes cast for, against or abstaining from, and the broker non-votes with respect to approving the Jack in the Box Inc. 2023 Omnibus Incentive Plan, were as follows.:

No. of Shares
Voted For
% of
Shares
Voted For
No. of
Shares
Voted
Against
% of
Shares
Voted
Against
No. of
 Shares
Abstaining
%. of
 Shares
Abstaining
No. of
Broker
 Non-Votes
15,750,835
88.27
2,083,160
11.67
10,934
0.06
1,094,582

(5) The votes cast for, against or abstaining from, and the broker non-votes with respect to an advisory vote on the frequency of the vote on executive compensation (“Say on Pay vote”), were as follows:

1-Year
2-Years
3-Years
Abstain
Broker Non-Votes
17,292,642
8,513
537,376
6,398
1,094,582

% of Shares
% of Shares
% of Shares
Voted For
Voted For
Voted For
96.91
0.05
3.01

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.
   
Date: March 3, 2023
/s/ Darin Harris
  
 
Darrin Harris
 
Executive Vice President, Chief Executive Officer