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Published: 2022-03-07 17:03:06 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 4, 2022
 

 
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 4, 2022. 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 eight 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 2, 2022; (3) Consideration and approval of an advisory (non-binding) resolution regarding executive compensation; (4) An amendment to the Jack in the Box 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022; (5) A stockholder proposal requesting that all stockholder meetings be held, either in whole or in part, through virtual means and that virtual attendance be allowed; and (6) A stockholder proposal requesting that the Company issue a report regarding developing a sustainable packaging policy

All directors were elected; and Proposals (2), (3), (4), (5), and (6) were all 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 counter either as a vote cast “for” or “against”):

         Nominees
No. of
Shares For
% of
Shares
Cast For
No. of Shares
Voted Against
% of
Shares
Cast
Against
No. of
Shares
Abstaining
No. of
Broker    Non-Votes
David L. Goebel
15,268,895
86.30
2,424,713
13.70
14,710
1,505,149
Darin S. Harris
15,549,088
87.88
2,144,366
12.12
14,864
1,505,149
Sharon P. John
15,750,905
89.02
1,943,087
10.98
14,326
1,505,149
Madeleine A. Kleiner
15,630,708
88.33
2,065,831
11.67
11,779
1,505,149
Michael W. Murphy
15,291,499
86.42
2,402,512
13.58
14,307
1,505,149
James M. Myers
15,460,513
87.38
2,233,095
12.62
14,710
1,505,149
David M. Tehle
15,206,491
85.94
2,487,351
14.06
14,476
1,505,149
Vivien M. Yeung
15,691,234
88.68
2,003,506
11.32
13,578
1,505,149

(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 2, 2022, 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
18,402,444
  95.78
789,213
4.11
      21,810
0.11

(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 A
bstaining

 %. of
Shares
Abstaining

No. of
Broker
 Non-Votes
16,577,708 93.62 1,106,600 6.25 24,010 0.13  1,505,149

(4) The votes cast for, against or abstaining from, and the broker non-votes with respect to amending the Jack in the Box Inc. 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022, 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
17,063,155 96.36 625,453 3.53 19,710 0.11 1,505,149

(5) The votes cast for, against or abstaining from, and the broker non-votes with respect to a stockholder proposal requesting that all stockholder meetings be held, either in whole or in part, through virtual means and that virtual attendance be allowed, 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
12,113,738 68.67 5,443,412 30.86 84,492 0.47 1,505,149

(6) The votes cast for, against or abstaining from, and the broker non-votes with respect to a stockholder proposal requesting that we issue a report regarding developing a sustainable packaging policy, 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
16,685,019 94.22 802,115 4.53 221,184 1.25 1,505,149
 

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 7, 2022
 /s/ Tim Mullany  
  Tim Mullany  
  Executive Vice President, Chief Financial Officer