UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934 (Amendment No.  )
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þ Definitive Proxy Statement
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o Soliciting Material Pursuant to Section 240.14a-12§240.14a-12
JACK IN THE BOX INC.
(Name of Registrant as Specified inIn Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(JACK IN THE BOX INC. LOGO)
 
JACK IN THE BOX INC.
 
January 12,August 20, 2007
Dear Stockholder:
 
You are invited to attendA special meeting of the stockholders of Jack in the Box Inc. Annual Meeting of Stockholderswill be held in San Diego, California, on February 16,September 21, 2007. In the following pages you will find information about the meeting as well as a Proxy Statement.
 
We hope you will attend in person. If you plan to do so,attend, please indicate in the space provided on the enclosed proxy. Whether you plan to attend the meeting or not, we encourage you to read this Proxy Statement and vote your shares. Please sign, date and return the enclosed proxy as soon as possible in the postage-paid envelope provided, or if indicated on your proxy card, vote by telephone or Internet. This will ensure representation of your shares in the event that you are unable to attend the meeting.
 
The Directors and Officers of the Company look forward to seeing you at the annual meeting.
 
Sincerely,
 
-s- Linda A. Lang

Linda A. Lang

Chairman of the Board

 

 
TABLE OF CONTENTS
 
     
  Page
 
Notice of AnnualSpecial Meeting of Stockholders
 1
Solicitation of Proxies
 2
Voting Information
 2
Proposal One — ElectionAmendment to Restated Certificate of DirectorsIncorporation
 3
Information Related to the Election of Directors, Committees, Etc.
3
Nominees for Director
3
Directors’ Independence
4
2007 Committee Assignments
5
Committees of the Board of Directors
5
Additional Information about the Board of Directors
6
Corporate Governance
8
Report of the Audit Committee
10
Independent Registered Public Accountants Fees and Services
12
Proposal Two — Ratification of the Appointment of Independent Registered Public Accountants
13
Executive Compensation
14
Summary Compensation Table
14
Stock Option Grants in Fiscal 2006
15
Option Exercises in Fiscal 2006 and Fiscal Year-End Values
16
Pension Plan Table
16
Employment Contracts and Severance Arrangements
17
Compensation of Directors
18
Compensation Committee Interlocks and Insider Participation
18
Report of the Compensation Committee on Executive Compensation
19
Performance Graph
23
Security Ownership of Certain Beneficial Owners and Management
 245
Section 16(a) Beneficial Ownership Reporting Compliance
25
Other Business
 257
Stockholder Proposals for 2008 Annual Meeting
26
Exhibit A — Director Independence GuidelinesRestated Certificate of Incorporation
 A-1
Exhibit B — Policy for Audit Committee Pre-Approval of Services
B-1

JACK IN THE BOX INC.
9330 Balboa Avenue

San Diego, California 92123
 
 
 
NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
To Be Held on February 16,September 21, 2007
 
To the Stockholders of Jack in the Box Inc.:
 
The 2007 Annual Meetingspecial meeting of Stockholdersstockholders of Jack in the Box Inc. will be held at 2:00 p.m. on Friday, February 16,September 21, 2007, at the Marriott Mission Valley, 8757 Rio San Diego Drive,Company’s headquarters at 9330 Balboa Avenue, San Diego, California.
 
The special meeting will be held to vote upon the following proposals:
 
 1. To elect eight directorsapprove an amendment to serve until the next Annual MeetingJack in the Box Inc. Restated Certificate of Stockholders and until their successors are elected and qualified;Incorporation, as amended, to increase the total number of shares of capital stock that Jack in the Box Inc. is authorized to issue from 90,000,000 shares to 190,000,000 shares by increasing the total number of authorized shares of common stock from 75,000,000 shares to 175,000,000 shares and;
 
 2. To ratify the appointment of KPMG LLP as independent registered public accountants;
3.  To act upontransact such other mattersbusiness as may properly come before the special meeting or any postponementsadjournment or adjournmentspostponement thereof.
 
OnlyThe Board of Directors of Jack in the Box Inc. has adopted a resolution stating the proposed amendment to the Jack in the Box Inc. Restated Certificate of Incorporation, as amended, and declaring its advisability. The Board of Directors has fixed August 14, 2007, as the record date for determining the stockholders entitled to notice of recordand to vote at the special meeting and, consequently, only stockholders whose names appeared on the Company’s books as owning the Company’s common stock at the close of business on December 27, 2006,August 14, 2007, will be entitled to notice of and to vote at the special meeting and any adjournment or postponement thereof.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. It is important that your shares of common stock be represented and voted at the special meeting. Whether or not you expect to attend the special meeting, please complete, date, sign and return the enclosed proxy card as promptly as possible in order to ensure your representation at the special meeting. Should you receive more than one proxy card because your shares of common stock are held in multiple accounts or registered in different names or addresses, please sign, date and return each proxy card to ensure that all of your shares of common stock are voted. A postage-prepaid envelope is enclosed for that purpose. You may also vote your proxy by calling the toll-free telephone number shown on your proxy card or by visiting the Internet website address shown on your proxy card. Your proxy may be revoked at any time prior to the special meeting. If you attend the special meeting and vote by ballot, any proxy that you previously submitted will be revoked automatically and only your vote at the special meeting will be counted. However, if your shares of common stock are held of record by a broker, bank or other nominee, your vote in person at the special meeting will not be effective unless you have obtained and present a proxy issued in your name from the record holder.
 
By order of the Board of Directors,
 
-s- Lawrence E. Schauf

Lawrence E. Schauf

Secretary
 
San Diego, California
January 12,August 20, 2007


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JACK IN THE BOX INC.
9330 Balboa Avenue
San Diego, California 92123
 
 
PROXY STATEMENT
 
 
ANNUALSPECIAL MEETING OF STOCKHOLDERS
 
February 16,September 21, 2007
 
SOLICITATION OF PROXIES
 
The Board of Directors of Jack in the Box Inc., a Delaware corporation (the “Company,” “we,” “us,” and “our”) solicits your proxies for the 2007 AnnualSpecial Meeting of Stockholders (the “Annual Meeting”) to be held at 2:00 p.m. on Friday, February 16,September 21, 2007, at the Marriott Mission Valley, 8757 Rio San Diego Drive,Company’s headquarters, 9330 Balboa Avenue San Diego, California, and at any postponements or adjournments of the meeting, for the purposes set forth in the “Notice of AnnualSpecial Meeting of Stockholders.”Stockholders” (the “Special Meeting”). This Proxy Statement and the enclosed form of proxy and the accompanying Jack in the Box Inc. 2006 Annual Report which included the Annual Report onForm 10-K, wereare being mailed to stockholders on or about January 12,August 20, 2007.
 
The CompanyWe will pay for the cost of preparing, assembling and mailing the Notice of AnnualSpecial Meeting of Stockholders, Proxy Statement and form of proxy and Annual Report.proxy. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. The CompanyWe may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners. We have engaged D.F. King & Co., Inc. (“D.F. King”) to assist us in the solicitation of proxies, for which the Company will pay a fee not to exceed $5,500 plusout-of-pocket expenses. In addition to solicitation by mail, proxies may be solicited personally, by telephone or other means by D.F. King, as well as by directors, officers or employees of the Company, who will receive no additional compensation for such services. In addition, we may retain a proxy solicitor, to assist us in the solicitation of proxies. We anticipate the cost of proxy solicitation would be approximately $5,500 plus reasonable out-of-pocket expenses.
 
VOTING INFORMATION
 
Only holders of record of common stock at the close of business on December 27, 2006,August 14, 2007, (the “Record Date”) will be entitled to notice of and to vote at the AnnualSpecial Meeting. At the close of business on the Record Date, there were 33,896,81630,869,195 shares of Jack in the Box Inc. Common Stock,common stock, $.01 par value, (the “Common Stock”), outstanding, excluding treasury shares.(excluding 11,758,028 shares of common stock held in treasury). The Company treasury shares will not be voted. You are entitled to one vote for each share you own on any matter that may be properly presented for consideration and action by stockholders at the meeting.
 
Quorum.Quorum and Required Vote.  The presence, in person or by proxy, of the holders of at least a majority of the total number of shares of Common Stock entitled to vote is necessary to have a quorum at the AnnualSpecial Meeting. Abstentions and broker non-votes (described below) are counted for the purpose of determining whether a quorum is present. Abstentions will have the same effect as a negative vote. If there are insufficient votes to constitute a quorum at the time of the AnnualSpecial Meeting, we may adjourn the AnnualSpecial Meeting to solicit additional proxies. The affirmative vote of at least a majority of the shares outstanding is required to approve the Amendment.
 
Broker Non-Votes.  A “broker non-vote” occurs when your broker submits a proxy card for your shares but does not indicate a vote on a particular matter because the broker has not received voting instructions from you and does not have authority to vote on that matter without such instructions. Under the rules of the New York Stock Exchange, if your broker holds shares in your name and delivers this Proxy Statement to you, the broker, in the absence of voting instructions from you, is entitled to vote your shares on ProposalsProposal 1 and 2 and other routine matters.
 
Voting and Revocability of Proxies.  Your proxy will be voted as you direct, either in writing or by telephone or Internet. If you give no direction, your proxy will be votedFORthe nominees for election as directors, andFORProposal 2, the ratificationamendment to our Restated Certificate of the appointment of KPMG LLP as independent registered public accountants.Incorporation. The enclosed proxy gives discretionary authority as to any matters not specifically


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referred to therein. See “Other Business.” The telephone and Internet voting procedures, available only


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if you are a stockholder of record, are designed to authenticate your identity, to allow you to vote your shares and to confirm that your instructions have been properly recorded. The enclosed proxy card sets forth specific instructions that you must follow if you qualify to vote via telephone or Internet and wish to do so. You may revoke your proxy at any time before it is voted at the AnnualSpecial Meeting by filing a written notice of revocation with the Secretary of the Company at the Company’s executive offices atour headquarters, 9330 Balboa Avenue, San Diego, California 92123, by filing a duly executed written proxy bearing a later date or, if you qualify, by a later proxy delivered using the telephone or Internet voting procedures. Your proxy will not be voted if you are present at the AnnualSpecial Meeting and elect to vote in person. Attendance at the meeting will not, by itself, revoke a proxy.
 
PROPOSAL ONE
ELECTION — APPROVAL OF DIRECTORS
All of the directors of the Company are elected annually and serve until the next Annual Meeting and until their successors are elected and qualified. The current nominees for election as directors are set forth below. Should any nominee become unavailable to serve as a director, your proxy will be voted for such other person as the Board of Directors of the Company (the “Board”) designates. To the best of our knowledge, all nominees are and will be available to serve. Stockholders’ nominations for election of a director may be made only pursuant to the provisions of the Company’s Bylaws, described under “Other Business.”
Your vote may be cast in favor of the proposed directors or withheld. A plurality of the votes cast at the meeting (assuming a quorum) will be sufficient to elect the directors. Accordingly, withheld votes or broker non-votes will have no effect on the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE“FOR” ALL NOMINEES.
INFORMATION RELATEDAN AMENDMENT TO THE
ELECTIONRESTATED CERTIFICATE OF DIRECTORS, COMMITTEES OF THE BOARD OF DIRECTORS
AND MEMBER QUALIFICATIONS
Nominees for Director
The following table provides certain information about each nominee for director as of January 1, 2007:
           
       Director
 
Name
 Age  
Position(s) with the Company
 Since 
 
Michael E. Alpert(4)(5)  64  Director  1992 
George Fellows(4)  63  Director  2006 
Anne B. Gust(2)(5)  48  Director  2003 
Alice B. Hayes, Ph.D.(2)(5)  69  Director  1999 
Murray H. Hutchison(1)(2)(3)  68  Director  1998 
Linda A. Lang(3)  48  Chairman of the Board and Chief Executive Officer  2003 
Michael W. Murphy(1)(3)  49  Director  2002 
David M. Tehle(1)(4)  50  Director  2004 
(1)Current Member of the Audit Committee.
(2)Current Member of the Compensation Committee.
(3)Current Member of the Executive Committee.
(4)Current Member of the Finance Committee.
(5)Current Member of the Nominating and Governance Committee.
Effective February 16, 2007, the Committees will be reconstituted as described below under “2007 Committee Assignments.”


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The business experience, principal occupations and employment of the nominees follows:
Mr. Alperthas been a director of the Company since August 1992 and is currently Chairman of the Finance Committee. Mr. Alpert was a partner in the San Diego office of the law firm of Gibson, Dunn & Crutcher LLP for more than five years prior to his retirement in August 1992. He is currently Advisory Counsel to Gibson, Dunn & Crutcher LLP, although he no longer provides services to or receives any compensation from the firm. Gibson, Dunn & Crutcher LLP provides legal services to us fromtime-to-time.
Mr. Fellowshas been a director of the Company since November 2006. He has served as President and Chief Executive Officer of Callaway Golf, as well as one of its directors, since August 2005. Prior to joining Callaway, during the period 2000 through July 2005, he served as President and Chief Executive Officer of GF Consulting, a management consulting firm, and served as Senior Advisor to Investcorp International, Inc. and J.P. Morgan Partners, LLC. Previously, he served as President and Chief Executive Officer of Revlon, Inc.
Ms. Gusthas been a director of the Company since January 2003 and currently serves as Chair of the Nominating and Governance Committee. She served as Executive Vice President and Chief Administrative Officer of The Gap, Inc. from March 2000 until her retirement in May 2005. She joined The Gap, Inc. in 1991 and served in various management roles prior to her appointment as Chief Administrative Officer, including General Counsel. Prior to joining The Gap, Inc., Ms. Gust was a lawyer at the firms of Orrick, Herrington & Sutcliffe LLP and Brobeck, Phleger & Harrison LLP.
Dr. Hayeshas been a director of the Company since September 1999 and currently serves as Chair of the Compensation Committee. She was the President of the University of San Diego from 1995 to 2003, and is now President Emerita. From 1989 to 1995, Dr. Hayes served as Executive Vice President and Provost of Saint Louis University. Previously, she spent 27 years at Loyola University of Chicago, where she served in various executive positions. Dr. Hayes serves as a director of ConAgra Foods, Inc.
Mr. Hutchisonhas been a director of the Company since May 1998 and serves as Lead Director. He served 24 years as Chief Executive Officer and Chairman of International Technology Corp., a large publicly traded environmental engineering firm, until his retirement in 1996. Mr. Hutchison serves as a director of Cadiz Inc., Cardium, Inc., and is Chairman of the Board of Texas Eastern Products Pipeline Co., LLC.
Ms. Langhas been a director of the Company since November 2003. Ms. Lang has been Chairman of the Board since October 3, 2005, and is currently the Chair of the Executive Committee. She has been Chief Executive Officer since October 3, 2005. Ms. Lang was President and Chief Operating Officer from November 2003 to October 2005. She was Executive Vice President from July 2002 to November 2003, Senior Vice President, Marketing from May 2001 to July 2002, Vice President and Regional Vice President, Southern California Region from April 2000 to May 2001, Vice President, Marketing from March 1999 to April 2000 and Vice President, Products, Promotions and Consumer Research from February 1996 until March 1999. Ms. Lang has 19 years of experience with the Company in various marketing, finance and operations positions. Ms. Lang serves as a director of WD-40 Company.
Mr. Murphyhas been director of the Company since September 2002 and is currently Chairman of the Audit Committee. He has been President and CEO of Sharp HealthCare, San Diego’s largest integrated health system, since April 1996. Prior to his appointment to President and CEO, Mr. Murphy served as Senior Vice President of Business Development and Legal Affairs. He began his career at Sharp in 1991 as Chief Financial Officer of Grossmont Hospital before moving to Sharp’s system-wide role of Vice President of Financial Accounting and Reporting.
Mr. Tehlehas been a director since December 2004.  He has been Executive Vice President and Chief Financial Officer of Dollar General Corporation, a large discount retailer, since June 2004. Mr. Tehle served from 1997 to June 2004 as Executive Vice President and Chief Financial Officer of Haggar Corporation, a manufacturing, marketing and retail corporation. From 1996 to 1997, he was Vice President of Finance for a division of The Stanley Works, one of the world’s largest manufacturer of tools, and from 1993 to 1996, he was Vice President and Chief Financial Officer of Hat Brands, Inc.
Directors’ Independence
The Board has analyzed the independence of each director and determined that the following directors are independent under the New York Stock Exchange listing standards and the additional Director Independence Guidelines adopted by the Board, and have no material relationships with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company):


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Messrs. Alpert, Fellows, Hutchison, Murphy and Tehle, and Ms. Gust and Dr. Hayes. Ms. Lang is not considered independent because she is an officer of the Company. The Jack in the Box Inc. Independence Guidelines are attached hereto as Exhibit A.
2007 Committee AssignmentsINCORPORATION
 
The Board of Directors has determined that it is in our best interest and in the best interest of our stockholders to amend our Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the total number of authorized shares of capital stock from 90,000,000 shares to 190,000,000 shares by increasing the total number of authorized shares of common stock from 75,000,000 shares to 175,000,000 shares. The Board of Directors unanimously approved changesthe proposed amendment to the Board CommitteesCertificate of Incorporation, in substantially the form attached hereto as Exhibit A (the “Amendment”), declared it to be effective February 16, 2007. The Committees shall be as follows:advisable and hereby seeks the approval of the Amendment by our stockholders.
 
Audit Committee
If the Amendment is approved by our stockholders, the Amendment will become effective upon the filing of a certificate of amendment with the Delaware Secretary of State, which filing is expected to occur promptly after the Special Meeting.
Finance Committee
Michael W. Murphy (Chair)Michael E. Alpert (Chair)
Murray H. HutchisonGeorge Fellows
David M. TehleDavid M. Tehle
Compensation Committee
Executive Committee
Alice B. Hayes (Chair)Linda A. Lang (Chair)
Anne B. GustMurray H. Hutchison
Murray H. HutchisonMichael W. Murphy
Nominating and Governance Committee
Anne B. Gust (Chair)
Michael E. Alpert
Alice B. Hayes
 
CommitteesPurpose and Effects of the Board of DirectorsAmendment
 
The authority and responsibility of each committee is summarized below. A more detailed descriptionpurpose of the functions ofAmendment is to increase the Audit, Compensation, Nominating and Governance, and Finance Committees is included in each committee charter as adopted by the Board of Directors. All committee charters can be found in the Corporate Governance section of the Company’s corporate websitewww.jackinthebox.com.
Committee Member Independence.  The Board of Directors has five standing committees: Audit, Compensation, Nominating and Governance, Finance and Executive. The Board has determined that each current and anticipated member of the Audit, Compensation, Nominating and Governance, and Finance Committees is independent as defined under the requirements of the New York Stock Exchange, as well as under the additional Independence Guidelines adopted by the Board. In addition, the members of the Audit Committee are all independent as required under Section 10A(m)(3) of the Securities Exchange Act of 1934, and the members of the Compensation Committee are independent as required under Section 162(m) of the Internal Revenue Code.
Audit Committee.  As more fully described in its charter, the Audit Committee assists the Board of Directors with the following: overseeing the integrity of the Company’s financial reports; the Company’s compliance with legal and regulatory requirements; the independent registered public accountant’s performance, qualifications and independence; and the performance of the Company’s internal auditors. The Audit Committee has sole authority to select, evaluate and, when appropriate, to replace the Company’s independent registered public accountants. The Audit Committee meets each quarter with the Company’s independent registered public accountants, KPMG LLP (“KPMG”), the Company’s Director of Internal Audit, and management to review the Company’s annual and interim consolidated financial results before the publication of quarterly earnings press releases and the filing of quarterly and annual reports with the Securities and Exchange Commission. The Audit Committee also meets separately each quarter with each of KPMG, management and the Director of Internal Audit. The Board of Directors has determined that all members of the Audit Committee satisfy the financial literacy requirements of the New York Stock Exchange and that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by Securities and Exchange Commission (“SEC”) rules. Independence determinations reflect upon both the membership of the above committees as presently constituted and after February 16, 2007. The Audit Committee held seven meetings in fiscal 2006.
Compensation Committee.  The Compensation Committee assists the Board in discharging the Board’s responsibilities relating to director and executive officer compensation and oversees the evaluation of management. The Compensation Committee is also responsible for evaluating the performance of the Chief Executive Officer; reviewing and approving the Company’s compensation philosophy and compensation for the Chief Executive Officer and other executive officers of the Company; reviewing market data to assess the


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Company’s competitive position regarding compensation; approving the adoption, amendment and administration of incentive compensation and stock-related plans including approving option guidelines and the general size of overall grants, making grants and imposing limitations, restrictions and conditions upon awards; making recommendations to the Board regarding the compensation of directors; and reviewing and making recommendations to the Board regarding long-range plans for management development and executive succession. The Compensation Committee held five meetings in fiscal 2006.
Nominating and Governance Committee.  The Nominating and Governance Committee assists the Board in identifying and recommending to the Board qualified candidates to become directors, including: considering nominees properly submitted by stockholders; developing and recommending to the Board a set of corporate governance guidelines; providing oversight with respect to the annual evaluation of Board, Committee and individual director performance; and recommending to the Board director nominees for each Board committee. All nominees for election as Directors currently serve on the Board of Directors and are known to the Nominating and Governance Committee in that capacity. The Nominating and Governance Committee also assists the Board in its oversight of the Corporation’s insider trading compliance program. The Nominating and Governance Committee held six meetings in fiscal 2006.
Finance Committee.  The Finance Committee assists the Board in advising and consulting with management concerning financial matters of importance to the Company. Topics considered by the Committee include the Company’s capital structure, financing arrangements, stock repurchase programs, capital investment policies, oversight of the Company’s pension and 401(k) plans, and the financial implications of major acquisitions and divestitures. The Finance Committee held four meetings in fiscal 2006.
Executive Committee.  The Executive Committee is currently composed of four directors. In February 2007, the size of the Executive Committee will be changed to three directors. The Committee is authorized to exercise all the powers of the Board in the management of the business and affairs of the Company while the Board is not in session. The Executive Committee did not meet in fiscal 2006.
Additional Information about the Board of Directors
The Board held five meetings in fiscal 2006. We expect each director to attend each meeting of the Board and the committees on which he or she serves, and also expect them to attend the annual meeting. In fiscal 2006, each director attended 100% of the meetings of the Board and the committees on which he or she served, and all of the then-sitting directors attended the 2006 Annual Meeting.
Director Compensation.  Directors who are also officers of the Company or its subsidiaries receive no additional compensation for their services as directors. The Board of Directors approved changes to the compensation of the independent directors of the Company effective November 9, 2006 as follows:
SUMMARY OF DIRECTOR COMPENSATION
         
     Effective
 
  Fiscal Year 2006  November 9, 2006 
 
Annual Retainer $25,000  $30,000 
Board Meeting Fee $2,000  $2,500 
Committee Meeting Fee(1) $1,000  $1,500 
         
Annual Retainer for Committee Chair        
Audit $10,000  $10,000 
Compensation $5,000  $5,000 
Executive  None   None 
Finance $5,000  $5,000 
Nominating & Governance $5,000  $5,000 
Lead Independent Director $10,000  $10,000 
Annual Stock Option Grant(2)        


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(1) The Board determined that commencing in November 2006, meeting fees would not be paid for telephonic Committee meetings.
(2) Options are granted annually to each non-management director under the Jack in the Box Inc. 2004 Stock Incentive Plan. All options have exercise prices equal to the fair market value of the underlying Common Stock on the date of grant and vest six months after the date of grant. The Board has the discretion to determine the form and terms of awards to directors. The Board’s practice has been to award stock options with the number of shares of the Company’s stock underlying each option based on the relationship of director compensation to the fair market value of the stock, generally limited to 10,000 shares or less. The annual grant for fiscal 2006 was 4,600 shares granted on November 9, 2006. In addition, a new non-employee director will receive a grant of stock options at the beginning of such director’s term. On November 9, 2006, at the commencement of his term of service, Mr. Fellows was granted an option for 9,200 shares. Because the Company inadvertently neglected to provide such a grant at the beginning of her term of service in 2003, Ms. Gust’s annual grant of 4,600 shares was increased to 19,600 shares.
The Company does not provide pensions, medical benefits or other benefit programs to non-employee directors. In accordance with Section 145 of the General Corporation Law of Delaware, the Company has executed an indemnification agreement with each of its directors.
Under the Company’s Amended and Restated Deferred Compensation Plan for Non-Management Directors, each non-employee director may defer any portion or all of the director’s fees or retainers described above. During fiscal 2006 amounts deferred under the plan were immediately converted into stock equivalents at the then-current market price of the Company’s Common Stock and matched at a 25% rate by the Company. In 2007 the Board has determined to eliminate the 25% match by the Company of such deferred amounts. Stock equivalents earn dividend equivalents as any dividends are paid on the Company’s Common Stock, and these dividend equivalents are immediately converted into additional stock equivalents, as described above. The endingtotal number of stock equivalents credited to a director’s stock equivalent account is distributed inauthorized shares of capital stock from 90,000,000 shares to 190,000,000 shares by increasing the Company’s Common Stock on the 60th day following terminationtotal number of the director’s service as a member of the Board and in any other capacity with the Company, unless the director elects a later distribution date, up to two years following the director’s termination of service.
Policy Regarding Consideration of Candidates for Director.  The Nominating and Governance Committee has the responsibility to identify, screen and recommend qualified candidates to the Board. The Nominating and Governance Committee will evaluate any recommendation for director candidates proposed by a stockholder. In order to be evaluated in connection with the Nominating and Governance Committee’s established procedures, stockholder recommendations for candidates for the Board must be sent in writing to the following address at least 120 days prior to the anniversary of the date proxy statements were mailed to stockholders in connection with the prior year’s annual meeting of stockholders:
Nominating and Governance Committee of the Board of Directors
c/o Office of the Corporate Secretary
Jack in the Box Inc.
9330 Balboa Avenue
San Diego, CA 92123
Stockholder recommendations should include the name of the candidate, age, contact information, present principal occupation or employment, qualifications and skills, background, last five year’s employment and business experience, a description of previous service as a director of any corporation or organization, and other relevant biographical information. There are no stated minimum criteria for director candidates. However, in evaluating director candidates, the Nominating and Governance Committee considers the following factors:
• The appropriate size of the Board.
• The needs of the Company with respect to particular talents and experience.
• The knowledge, skills and experience of candidates in light of the knowledge, skills and experience already possessed by other members of the Board.


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• Experience with accounting rules and practices, and executive compensation.
• Applicable regulatory and listing requirements, including independence requirements.
• The benefits of constructive working relationships among directors.
• The desire to balance the considerable benefit of continuity with the periodic injection of fresh perspective provided by new members.
The Nominating and Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its stockholders. The Nominating and Governance Committee believes it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by SEC Rules, and for a majority of the Board to meet the definition of independence under the listing standards of the New York Stock Exchange. The Nominating and Governance Committee also believes it appropriate for certain key members of management to participate as members of the Board.
The Committee considers all candidates regardless of the source of the recommendation. In addition to stockholder recommendations, the Committee considers recommendations from current directors, Company personnel and others. From time to time the Committee may engage the services of outside search firms to help identify candidates. During fiscal year 2006, the Company engaged one such search firm, the Alexander Group, and paid approximately $98,000 in connection with identification of possible candidates.
After initial screening of a potential candidate’s qualifications, the Committee determines appropriate next steps, including requests for additional information, reference checks and interviews with potential candidates. All candidates must submit a completed form of the Company’s Directors and Officers Questionnaire as part of the consideration process.
Corporate Governance
The Board of Directors is committed to promoting ethical business practices and believes that strong corporate governance is important to ensure that the Company is managed for the long-term benefit of its
stockholders. The Company regularly monitors developments in the area of corporate governance and may modify its Principles and Practices as warranted. Any modifications are reflected on the Jack in the Box Inc. website.(www.jackinthebox.com) The following Corporate Governance documents appear on the Company’s website under the “Investors,” “Corporate Governance” tabs. These materials are also available in print to any stockholder upon request.
• Corporate Governance Principles and Practices
• Committee Chartersfor the Audit, Compensation, Finance and Nominating and Governance Committees.
• Code of Conduct.  In 1998, the Company adopted a Code of Ethics applicable to all Jack in the Box Inc. directors, officers and employees. The Company actively promotes ethical behavior by all employees. The Company’s Director of Ethics has conducted more than 300 ethics training sessions for all levels of employees and officers. The Company also provides significant vendors with its Code of Ethics, as well as procedures for the communication of any concerns. The Company intends to satisfy the disclosure requirements of SECRegulation S-K Item 406(d) regarding any amendment to, or waiver of, a provision of the Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, by posting such information on the Company’s websitewww.jackinthebox.com. The Company has not made any such waivers and does not anticipate ever making any such waiver.
• Communications with the Board of Directors.  Stockholders or others who wish to communicate any concern of any nature to the Board of Directors, any Committee of the Board, any individual director or group of directors, may write to the director in care of the Office of the Corporate Secretary, Jack in the Box Inc. 9330 Balboa Avenue, San Diego, CA 92123, or telephone 1-888-613-5225.
Director Independence Guidelines.  In addition to the Corporate Governance Principles and Practices, the Board has adopted Independence Guidelines, which are attached as Exhibit A.


8

Among other matters, the Corporate Governance Principles and Practices include the following items concerning the Board:
1. Meetings of Non-Management Directors.  The non-management directors of the Company meet separately on a regular basis in executive session. The Lead Director is responsible for setting the agenda and presiding at the meetings.
2. Lead Director.  The non-management directors appoint a lead director each year to set the agenda for and preside at the executive sessions of the Board. The lead director acts as the primary communication channel between the Board and the CEO, and determines the format and the adequacy of information required by the Board. For fiscal 2007, the non-management directors have appointed Murray Hutchison as lead director.
3. Limitation on Other Board Service.  The Company’s Corporate Governance Principles and Practices set forth the Board’s policy limiting non-management directors to simultaneous service on no more than four public companies, including Jack in the Box Inc. The Board has an approval process that generally limits each of our officers to serving on no more than one public company’s board outside of Jack in the Box Inc. affiliates. The approval process considers both the time commitment and potential business conflicts and is administered by the Nominating and Governance Committee.
4. Retirement Policy.  The Board has adopted a retirement policy under which directors may not stand for election or be appointed after age 73.
5. Board, Committee and Individual Director Evaluations.  Each year the Directors complete an evaluation process focusing on an assessment of Board operations as a whole and the service of each director. Additionally, each of the Audit, Compensation, Finance and Nominating and Governance Committees conducts a separate evaluation of its own performance and the adequacy of its Charter. The Nominating and Governance Committee coordinates the evaluation of individual directors and of the Board operations and reviews and reports to the Board on the annual self-evaluations completed by the committees.
6. New-Director Orientation and Continuing Education.  The Board works with management to schedulenew-director orientation programs and continuing education programs for directors. Orientation is designed to familiarize new directors with the Company and the restaurant industry as well as Company personnel, facilities, strategies and challenges. Continuing education programs may include in-house and third-party presentations and programs.
7. Attendance at Annual Meetings.  The Company’s Corporate Governance Principles and Practices sets forth the Board’s policy on director attendance at our Annual Meeting of stockholders. It states that all directors shall make every effort to attend the Annual Meeting.
8. Stock Ownership Guidelines.  The Board has established stock ownership guidelines for non-management directors to appropriately link their interests with those of other stockholders. These guidelines provide that within a three-year period following appointment or election, the director should attain and hold an investment position of no less than 5,000authorized shares of common stock exclusive of any outstanding stock options but including directly and indirectly heldfrom 75,000,000 shares and the equivalent number of shares derived from deferral of director compensation. The Board has established ownership guidelines for senior officers as described in the Report of the Compensation Committee.


9

REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee with respect to Jack in the Box Inc.’s audited financial statements for the fiscal year ended October 1, 2006.
The Audit Committee of the Board of Directors (the “Audit Committee”) is composed of the three directors named below, each of whom is an “independent director” as defined in the applicable listing standards of the New York Stock Exchange. Our Board has determined that each of the members of the Audit Committee is an audit committee financial expert as defined by the Securities and Exchange Commission. The duties of the Audit Committee are summarized in this Proxy Statement under “Committees of the Board of Directors” on page 5 and are more fully described in the Audit Committee charter adopted by the Board of Directors. The Audit Committee reviews and assesses the adequacy of its charter each fiscal year. The Audit Committee Charter can be found under the Investors/Corporate Governance/Committee Charters tabs on the Jack in the Box Inc. website at www.jackinthebox.com.
As more fully described in its charter, one of the Audit Committee’s primary responsibilities is to assist the Board in its general oversight of Jack in the Box Inc.’s financial reporting, internal controls and audit functions. Management is responsible for the following: the Company’s accounting and financial reporting principles; and establishing, maintaining and evaluating the effectiveness of disclosure controls and procedures as well as internal controls over financial reporting and the preparation, presentation, and integrity of the Company’s consolidated financial statements. KPMG, the Company’s independent registered public accountants, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the Standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and expressing an opinion on the conformity of those audited consolidated financial statements with U.S. generally accepted accounting principles as well as expressing an opinion on (i) management’s assessment of the effectiveness of internal control over financial reporting and (ii) the effectiveness of internal control over financial reporting.
Jack in the Box Inc. has an Internal Audit Department that reports to the Audit Committee and the Company’s General Counsel. The Internal Audit Department’s responsibilities include reviewing and evaluating the Company’s internal controls. The function of the Audit Committee is not to duplicate the activities of management, or the internal or external auditors, but to serve a Board-level oversight role in which it provides advice, counsel, and direction to management and the auditors.
The Audit Committee has sole authority to select, evaluate, approve fees, and when appropriate, to replace the Company’s independent registered public accountants. The Committee also pre-approves all audit and non-audit services performed by the independent auditors. The Audit Committee has appointed KPMG as the Company’s independent registered public accountants for fiscal year175,000,000 shares. On August 3, 2007, and has requested stockholder ratification of its appointment.
During the course of fiscal 2006, the Committee met and discussed with representatives of management, the Internal Audit Department staff and the independent auditors the matters over which the Committee has been delegated oversight responsibility. The Committee met regularly in separate private sessions with representatives of management, the Internal Audit Department staff and the independent auditors. The Audit Committee reviewed and discussed with management and KPMG the disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements included in the Company’s Annual Report onForm 10-K for the fiscal year ended October 1, 2006. The Audit Committee reviewed and discussed management’s report on the effectiveness of the Company’s internal control over financial reporting and KPMG’s Report of Independent Registered Public Accounting Firm included in the Company’s Annual Report onForm 10-K related to its audit of (i) the consolidated financial statements, (ii) management’s assessment of the effectiveness of internal control over financial reporting, and (iii) the effectiveness of internal control over financial reporting.
The Committee discussed with KPMG the matters required to be discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committees,” as amended and PCAOB Auditing Standard No. 2, “An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements.” In addition, the Audit Committee received the written disclosures and the letter from KPMG required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and discussed with KPMG its independence from the Company.
The Audit Committee has discussed with management and KPMG such other matters and received such assurances from them as the Audit Committee deemed appropriate.


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Based on the reviews and discussions referred to above, and the reports of KPMG, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved a2-for-1 stock split of our common stock, effected in the inclusionform of a stock dividend. The proposed increase in our authorized common stock would provide us with sufficient authorized and unissued shares of common stock to ensure consummation of the audited consolidated financial statementsstock split, effected in the Company’s Annual Report onForm 10-Kform of a stock dividend, satisfy our obligations under our benefit plans as well as for the fiscal year ended October 1, 2006, for filing with the SEC.
Michael W. Murphy, Chair
Murray H. Hutchison
David M. Tehle
This report is not deemed to be incorporated by reference in any filing by the Company under the Securities Actother corporate purposes. Stockholder approval of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this report by reference.


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INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FEES AND SERVICES
The following table presents fees billed for professional services rendered by KPMG for the fiscal years ended October 1, 2006, and October 2, 2005.
         
  2006  2005 
 
Audit Fees(1) $1,056,775  $1,219,155 
Audit Related Fees(2)  65,500   67,096 
Tax Fees(3)  17,907   0 
All Other Fees  0   0 
         
KPMG Total Fees $1,140,182  $1,286,251 
         
(1)Audit fees include fees for the audit of the Company’s consolidated annual financial statements and the audit of (i) management’s assessment of our internal control over financial reporting and (ii) the effectiveness of internal control over financial reporting. Audit fees also include fees for review of the interim financial statements included in ourForm 10-Q quarterly reports, the review of Uniform Franchise Offering circulars in connection with state registrations of our franchises, and the issuance of consents and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
(2)These fees consist of assurance and services performed by KPMG that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not included under “Audit Fees.” This category includes primarily employee benefit plan audits, as well as attestations by KPMG that are not required by statute or regulation.
(3)Tax fees consist of aggregate fees billed for professional services rendered by KPMG for tax compliance, tax advice and tax planning.
Registered Public Accountants Independence.  The Audit Committee has considered whether the provision of the above-noted services is compatible with maintaining the principal registered public accountant’s independence and has determined that the provision of such services has not adversely affected the registered public accountant’s independence.
Policy on Audit Committee Pre-Approval.  The Company and its Audit Committee are committed to ensuring the independence of the independent registered public accountants, both in fact and in appearance. In this regard, the Audit Committee has established a pre-approval policy in accordance with applicable Securities rules. The Audit Committee’s pre-approval policy is set forthstock split effected in the Policy for Audit Committee Pre-Approvalform of Services, included as Exhibit B to this Proxy Statement.


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PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee has appointed the firm of KPMG as the Company’s independent registered public accountants for fiscal year 2007. Although action by stockholders in this mattera stock dividend is not required the Audit Committee believes itunder Delaware law, is appropriate to seek stockholder ratification ofnot being solicited by this appointment.
KPMG has served as independent auditor for the Company since 1986. One or more representatives of KPMG will be present at the Annual MeetingProxy Statement and will havenot be solicited in the opportunityfuture in order to make a statement and to respond to appropriate questions from stockholders. The following proposal will be presented ateffect the Annual Meeting:
Action bystock split of our common stock, effected in the Audit Committee appointing KPMG as the Company’s independent registered public accountants to conduct the annual audit of the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending September 30, 2007, is hereby ratified, confirmed and approved.
Approval of this proposal requires the affirmative voteform of a majority of the votes cast at the Annual Meeting (assuming a quorum). For this proposal, abstentions and broker non-votes will each be counted asstock dividend. We have no present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.


13

EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides a summary of cash and non-cash compensation paid to, earned by,plans, arrangements, commitments or awarded to Jack in the Box Inc.’s Chairman of the Board and CEO, and the other four most highly compensated executive officers of the Company for services in all capacities to the Company and its subsidiaries at the end of fiscal year 2006. Bonus amounts were earned for performance during the year and paid shortly thereafter.
                             
              Long-Term
    
              Compensation    
                 Securities
  All Other
 
  Fiscal
  Annual Compensation  Restricted Stock
  Underlying
  Compensation
 
Name and Principal Position(s)
 Year  Salary($)  Bonus($)  Other($)(1)  Awards($)(2)  Options(#)  ($)(3) 
 
Linda A. Lang  2006   700,000   1,050,000   68,857   0   92,400   43,158 
Chairman of the Board &  2005   517,692   702,000   58,581   352,500   80,600   37,877 
Chief Executive Officer  2004   498,077   675,000   13,777   1,012,200   167,000   36,452 
Paul L. Schultz  2006   485,000   654,750   63,407   0   49,000   31,208 
President &  2005   431,308   522,000   56,061   531,711   68,700   29,885 
Chief Operating Officer  2004   408,596   423,150   43,695   0   84,000   26,213 
Jerry P. Rebel  2006   365,000   438,000   56,077   0   33,000   21,398 
Executive Vice President &  2005   283,077   315,000   45,973   1,090,143   27,300   16,258 
Chief Financial Officer  2004   244,615   216,000   12,231   0   20,500   6,937 
Lawrence E. Schauf  2006   352,616   424,800   53,359   0   21,200   23,888 
Executive Vice President  2005   340,846   410,400   75,254   0   25,300   23,824 
and Secretary  2004   336,538   398,400   18,706   0   71,000   23,308 
David M. Theno  2006   330,500   348,600   26,788   0   8,000   20,962 
Senior Vice President,  2005   317,731   334,950   36,602   0   12,500   20,867 
Quality and Logistics  2004   312,308   323,400   12,231   0   15,000   15,598 
(1)Other Annual Compensation consists of the following:
                 
        Financial
  Supplemental
 
  Fiscal
  Car
  Planning
  Health
 
  Year  Allowance($)  Services($)  Insurance($) 
 
Linda A. Lang  2006   13,500   41,049   14,308 
   2005   12,000   23,711   22,870 
   2004   12,231   1,546   0 
Paul L. Schultz  2006   13,500   35,713   14,194 
   2005   12,000   15,634   28,427 
   2004   12,231   5,091   26,373 
Jerry P. Rebel  2006   13,500   29,889   12,688 
   2005   12,000   11,103   22,870 
   2004   12,231   0   0 
Lawrence E. Schauf  2006   13,500   22,539   17,320 
   2005   12,000   29,704   33,550 
   2004   12,231   5,455   1,020 
David M. Theno  2006   13,500   1,910   11,378 
   2005   12,000   1,732   22,870 
   2004   12,231   0   0 
(2)Represents the grant of restricted stock awards under which Ms. Lang was issued 10,000, and 35,000 shares of Common Stock in 2005 and 2004, respectively; Mr. Schultz was issued 15,084 shares of Common Stock in 2005; and Mr. Rebel was issued 31,286 shares in 2005 and each such award is subject to continued employment. The value of the restricted stock awards was determined by multiplying the total shares held by each executive by the closing price on the date of grant. The value of 2005 stock awards were based on (i) the closing price ($35.25) on September 16, 2005, the date of grant, for shares awarded to Ms. Lang and Mr. Schultz, (ii) the closing price ($34.55) on February 17, 2005, the date of grant for 18,127 shares awarded to Mr. Rebel and (iii) the closing price ($35.25) on September 16,


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2005, the date of grant for 13,159 shares awarded to Mr. Rebel; 2004 stock awards were based on the closing price ($28.92) on September 10, 2004. There were no restricted stock awards granted in 2006. At October 1, 2006, Ms. Lang, Mr. Schultz, Mr. Rebel, Mr. Schauf, and Mr. Theno held an aggregate of 100,000, 15,084, 31,286, 50,000, and 28,000 shares, respectively, with a value of $5,218,000, $787,083, $1,632,503, $2,609,000, and $1,461,040, respectively, based on the closing price of the Company’s Common Stock on the last trading day prior to the end of the Company’s fiscal year ($52.18).
(3)All other compensation in each fiscal year consists of the following:
                         
  Deferred Compensation
  Company Paid Term
 
  Matching Contributions($)  Life Premiums($)(a) 
  2006  2005  2004  2006  2005  2004 
 
Linda A. Lang  42,160   36,591   35,192   998   1,286   1,260 
Paul L. Schultz  30,210   28,599   24,953   998   1,286   1,260 
Jerry P. Rebel  20,400   14,972   5,677   998   1,286   1,260 
Lawrence E. Schauf  22,890   22,538   22,048   998   1,286   1,260 
David M. Theno  19,964   19,581   14,338   998   1,286   1,260 
(a)The Company has no interest in such insurance policies.
Stock Option Grants in Fiscal 2006
Set forth below is informationunderstandings with respect to options granted to the named executive officers in the Summary Compensation Table during fiscal year 2006.
                         
  Number of
          
  Securities
 % of Total
     Potential Realizable Value
  Underlying
 Options/SARs
     at Assumed Annual Rates
  Options/SARs
 Granted to
 Exercise or
   of Stock Price Appreciation
  Granted
 Employees in
 Base Price
 Expiration
 for Option Term($)(2)
Name
 (#)(1) Fiscal Year ($/Share)(3) Date 5% 10%
 
Linda A. Lang  92,400   29.3%  52.56   09/15/2016   3,054,254   7,740,080 
Paul L. Schultz  49,000   15.5%  52.56   09/15/2016   1,619,680   4,104,588 
Jerry P. Rebel  33,000   10.5%  52.56   09/15/2016   1,090,805   2,764,314 
Lawrence E. Schauf
  21,200   6.7%  52.56   09/15/2016   700,760   1,775,863 
David M. Theno  8,000   2.5%  52.56   09/15/2016   264,438   670,137 
(1)Beginning one year from the dateissuance of grant, 25% of the total number of shares subject to the option will become exercisable annually subject generally to continued employment.
(2)These amounts represent certain assumed rates of appreciation only, based on SEC rules. Actual gains, if any on stock option exercises are dependent on the future performance of the Common Stock, overall market conditions and the option holder’s continued employment through the vesting period. The appreciation amounts reflected in this table may not necessarily be achieved.
(3)The exercise price is equal to the fair market value on the date of grant.


15

Option Exercises in Fiscal 2006 and Fiscal Year-End Values
Set forth below is information with respect to options exercised by the named executive officers in the Summary Compensation Table during fiscal year 2006, and the number and value of unexercised stock options held by the named executive officers at the end of the fiscal year.
                         
        Number of Securities
       
        Underlying Unexercised
  Value of Unexercised
 
  Shares
     Options/SARs Held at
  In-the-Money Options/SARs
 
  Acquired on
  Value
  Fiscal Year-End  at Fiscal Year-End($)(1) 
Name
 Exercise(#)  Realized($)  Exercisable  Unexercisable  Exercisable  Unexercisable 
 
Linda A. Lang  43,100   1,017,176   148,625   250,575   4,033,629   3,944,775 
Paul L. Schultz  54,900   1,207,654   107,025   156,675   2,970,158   2,564,863 
Jerry P. Rebel  0   0   17,075   63,725   419,092   650,187 
Lawrence E. Schauf  62,360   1,121,318   6,325   90,125   107,082   1,808,310 
David M. Theno  23,700   577,657   58,225   59,975   1,510,687   1,465,202 
(1)Based on the difference between the exercise price of the options and the closing price of the Company’s Common Stock on the last trading day prior to the end of the Company’s fiscal year ended October 1, 2006, ($52.18).
Pension Plan Table
Retirement Plans.  Jack in the Box Inc. offers retirement benefits under a company-funded defined benefit plan (the “Retirement Plan”), which was adopted effective October 21, 1985, restated effective January 1, 2001, and amended June 7, 2002, and December 31, 2002, and through a non-tax-qualified supplemental retirement plan (the “SERP”) for selected officers, which was adopted in 1990 and amended and restated May 8, 2001.
Retirement Plan.  The Retirement Plan is the same benefit available to other employees employed in an administrative, clerical, or restaurant hourly position who have reached age 21 and completed one yearadditional shares of service with at least 1,000 hours of service. The Retirement Plan providescommon stock that a participant retiring at age 65 will receive an annual benefit, as follows:
• One-percent (1%) of Final Average Pay multiplied by Benefit Service
Plus
• 0.4% of Final Average Pay in excess of Covered Compensation multiplied by Benefit Service (maximum of 35 years of service)
Benefits are subject to grandfathered minimum benefit accruals under the previous plan as of December 31, 1988. Final Average Pay for purposesbe authorized by adoption of the Retirement Plan is defined as the highest five consecutive calendar years of pay (base and bonus) out of the last ten years of eligible service. Pay excludes deferrals into the Executive Deferred Compensation Plan (“EDCP”). Benefit Service is defined as the entire period of employment in calendar years and months while an eligible employee.
The Employee Retirement Income Security Act of 1974 (“ERISA”) and various tax laws may cause a reduction in the annual retirement benefit payable under the Retirement Plan. Although normal retirement age is 65, benefits may begin as early as age 55 if participants meet the service requirements defined in the Retirement Plan; benefits payable are reduced for early retirement.
Supplemental Retirement Plan (“SERP”).  The SERP was established in 1990 for selected executives in response to legislation restricting qualified plan benefits for “highly compensated employees.” The Plan is used to attract and retain key officers and provides for a percentage of replacement income based on Service and Final Average Compensation (each as defined in SERP). The plan is unfunded and represents an unsecured claim against the Company. The target replacement income from all Company funded sources, based on a maximum of 20 full years of service, is 60% of Final Average Compensation. For eligible officers with less than 20 years of service, the target percentage of 60% is reduced by applying a factor determined by dividing the number of years of actual service (maximum of 20 years) by 20. In order to be eligible for a retirement benefit from the Plan, the participant must attain age 55 and ten years of service while employed at Jack in the Box. Benefits may begin as early as age 55 in a reduced amount.


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Final Average Compensation for purposes of SERP is defined as the highest five calendar years of pay (base and bonus) out of the last ten years of eligible service. Benefit Service is defined as the entire period of employment in calendar years and months while an eligible employee.
Easy$aver Plus Plan.  Since 1990, executive officers and certain other employees have been excluded from participation in the Jack in the Box Inc. Easy$aver Plus (the “E$P” Plan), which includes acash-or-deferred arrangement under Section 401(k) of the Internal Revenue Code. Although the E$P Plan is offered to other eligible employees, executive officers can no longer make deferrals into the E$P Plan. However any existing cash balances as of 1989 are maintained in the E$P Plan and have an earnings component based on the officer’s selection of investment options designated by the Company.
Executive Deferred Compensation Plan (“EDCP”).  The Plan was adopted in 1990 for all executive officers and other employees excluded from participation in the E$P Plan and is a non-qualified deferred compensation plan. Participants may defer up to 50% of base salary and up to 100% (less applicable taxes) of bonus pay. The Company matches 100% of the first 3% of the participant’s compensation that is deferred into the Plan. Participants receive full and immediate vesting of their own contributions and are fully vested in the matching contributions only after they have completed four full years of service with the Company. Benefits under this plan also include an earnings component based upon theoretical investment options designated by the Company and selected by the participant. The Plan provides for a choice of 18 funds in an array of asset classes. The plan is unfunded, and participants’ accounts represent unsecured claims against the Company.
Summary of Retirement and Other Deferred Benefits.  The following table shows estimated annual benefits payable to participants as a straight life annuity at age 62. The benefits are derived from some or all of the following Company funded sources: Retirement Plan, Company contributions to the E$P, Company contributions to the Deferred Compensation Plan and Supplemental Retirement Plan.
             
  Estimated Annual Benefits Based on Years of Service 
Average Annual Earnings
 10  15  20 
 
$  100,000 $30,000  $45,000  $60,000 
    200,000  60,000   90,000   120,000 
    300,000  90,000   135,000   180,000 
    400,000  120,000   180,000   240,000 
    500,000  150,000   225,000   300,000 
    600,000  180,000   270,000   360,000 
    800,000  240,000   360,000   480,000 
 1,000,000  300,000   450,000   600,000 
 1,200,000  360,000   540,000   720,000 
 1,300,000  390,000   585,000   780,000 
At October 1, 2006, the number of years of service under the retirement plans for Ms. Lang and Messrs. Schultz, Rebel, Schauf and Theno were 19, 31, 3, 10 and 12, respectively, and the amount of eligible compensation for each of these individuals approximates the amounts reflected as salary and bonus in the Summary Compensation Table.
Employment Contracts and Severance Arrangements
The Company has entered intochange-in-control severance agreements with certain corporate officers, including each of the Named Executive Officers. These agreements are intended to provide for continuity of management in the event of a change in control. In fiscal 2006, the Compensation Committee reviewedchange-in-control agreements with its compensation consultant, Towers Perrin. In the course of its review the Committee considered elements such as eligibility with respect to thechange-in-control agreements, appropriate multiples, modifications for compliance with Internal Revenue Code Section 409A, taxgross-up provisions, other terms and conditions and the appropriateness and competitiveness of the agreements generally. The Compensation Committee approved certain changes and entered into revised agreements with a number of key executives including the Named Executive Officers. The agreements provide for the payment of certain compensation and benefits in the event of termination of employment following a change in control of the Company. The agreements have a term of two years, subject to automatic extension for additional two year terms, unless either party to the agreement gives notice of intent not to renew. Generally,


17

under the agreements, a change in control is defined to include (i) the acquisition by any person or group of 50% or more of the combined voting power of the Company (excluding acquisitions by the Company employee benefit plans or certain affiliates); (ii) individuals constituting our board of directors generally cease to constitute a majority of the board; (iii) certain mergers, consolidations, sales of assets or a shareholder-approved complete liquidation of the Company.
The agreements generally provide that if the Named Executive Officer’s employment is terminated other than for cause, death or disability, or the executive terminates for good reason, the executive is generally entitled to receive (i) accrued but unpaid compensation, (ii) a specified multiple of the executive’s annual base salary plus an annual bonus amount, (iii) continued welfare benefits for a specified number of months, and (iv) outplacement benefits.
The terms of award agreements for options and restricted stock granted to officers of the Company under its 1992 Employee Stock Incentive Plan, 2002 Stock Incentive Plan and 2004 Stock Incentive Plan provide that such officers will receive an acceleration of vesting to immediately prior to a change in control under certain circumstances upon a change in control as defined in such award agreements.
In addition, the executive is generally entitled to receive a payment in an amount sufficient to make her or him whole for any federal excise tax on excess parachute payments. The specified multiple is 3 for the Chairman of the Board and Chief Executive Officer, 2.5 for the President and Executive Vice Presidents and 1.5 for Qdoba President and Chief Executive Officer and Jack in the Box Senior Vice Presidents.
Compensation of Directors
The independent directors of the Company receive compensation for their services as described in the section of this Proxy Statement captioned “Additional Information about the Board of Directors.”
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee are Alice B. Hayes, Murray H. Hutchison, and Anne B. Gust. All of the members of the Compensation Committee, as presently constituted and as reconstituted effective February 16, 2007, are outside directors and do not have compensation committee interlocks.


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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee (the “Committee”) is comprised entirely of independent directors and is appointed by the Board to assist the Board in discharge of the Board’s responsibilities relating to compensation of directors and officers of the Company and evaluation of management. There were 5 meetings of the Committee in fiscal 2006, including 5 executive sessions with the Committee members only.
The duties of the Compensation Committee are summarized in this Proxy Statement under “Committees of the Board” on page 5 and are more fully described in the Compensation Committee Charter adopted by the Board of Directors. The Compensation Committee reviews and assesses the adequacy of its Charter each fiscal year. The Compensation committee Charter can be found under the investors/Corporate Governance/Committee Charters tab on the Jack in the box Inc. website at www.jackinthebox.com.
Compensation Consultant
The Committee has the authority under its charter to engage the services of external compensation consultants, experts, and others to assist the Committee. In accordance with this authority, the Committee has engaged the services of Towers Perrin to advise on all matters related to CEO and other executive compensation. The consultant reports directly to the Committee and has attended 5 meetings in fiscal year 2006.
Compensation PhilosophyAmendment.
 
The objective of the Jacka stock split, effected in the Box Inc. executive compensation programform of a stock dividend, is to closely align the compensation paid to executive officers with the short-term and long-term performance of the Company, and to allow the Company to attract and retain key executives with the talent critical to drive long-term success and create stockholder value. To achieve these compensation objectives, we offer a total compensation program for executive officers that includes fixed and variable pay(pay-at-risk), as follows:
Fixed Pay/Benefits
• Base Salary — Rewards for Individual Performance
• Certain other benefits
Variable Pay
• Annual Cash Incentive — Rewards for achievement of annual goals
• Equity Incentive Compensation — Rewards for longer term increases in shareholder value
Each component of the executive compensation program is determined based on external competitive conditions and internal comparisons of positions with similar scope of responsibility. The Compensation Committee reviews external benchmark information from independent executive compensation surveys relative to peer companies in the restaurant industry and companies of similar scope in general industry. Our competitive pay practice is to set our salary range midpoints, target bonus levels, and target long-term incentive award values at the median of the competitive peer and general industry groups, based on survey data. The Committee relies on its retained compensation consultant for expertise and advice in determining specific compensation components and appropriate compensation levels.
The companies that comprised our restaurant peer group for compensation purposes in 2006 included: Applebee’s International, Bob Evans Farms, Brinker International, CBRL Group, CKE Restaurants, Darden Restaurants, McDonald’s, Panera Bread, Papa John’s International, Ruby Tuesday, Ryan’s Family Steak Houses, Sonic Corporation, Steak n Shake, Wendy’s International and YUM! Brands (the “Compensation Peer Group”). As noted above, we also use general industry data which is reflective of companies that best align with our sales volume, market capitalization, and the general nature of our business and workforce to establish competitive positioning of pay. The Committee periodically reviews the Compensation Peer Group’s composition with its consultant and with management to ensure it remains relevant, and updates it accordingly.
To encourage executives to become long-term owners of the Company, in 2002 we implemented stock ownership guidelines for the Chairman and CEO, President and Chief Operating Officer, Executive Vice Presidents and Senior Vice Presidents, currently a total of six executive officers. The Company considered different approaches to facilitate ownership, and as detailed in the Executive Compensation Policy Decisions


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section, provides for awards of restricted stock that are subject to continued employment and are not distributed until retirement or termination from the Company.
Compensation-Setting Process
The Committee consults with its outside compensation consultant, Towers Perrin, and the Company’s in-house compensation department regarding CEO compensation. These discussions occur in executive session without the presence of the Chairman & CEO. Decisions regarding CEO compensation are made by the Compensation Committee without the presence of Company employees. To assist it in making determinations regarding executive compensation generally, the Compensation Committee relies on competitive pay information and advice from its compensation consultant, as well as consultations with the in-house compensation department and recommendations by the Chairman and CEO.
Components of Compensation
The four major components of the Company’s executive compensation are: base salary, annual incentives, long-term equity incentives, and other benefits such as health insurance and retirement programs.
Base Salary
Base salaries of executive officers are established based on scope of responsibility and competitive market compensation. The salaries of executive officers are reviewed on an annual basis, and at the time of a promotion or a significant change in responsibility. Increases in salary are based on an evaluation of the officer’s individual performance and a Company merit increase system. In November 2005, the effective date of annual increases for fiscal year 2006, the salaries for executive officers were increased using the same merit increase percentages applicable to other Company employees.
Annual Cash Incentive
Annual bonuses are intended to motivate and reward the achievement of Company financial performance goals for the fiscal year. Bonus goals are reviewed and approved by the Compensation Committee at the beginning of the fiscal year. Bonuses for a fiscal year are paid in cash after the end of the fiscal year based on the level of achievement of Company financial performance goals as measured by EPS (Earnings Per Share) and ROIC (Return on Invested Capital) and as approved by the Compensation Committee. No payments are made unless the threshold level of EPS and ROIC growth is achieved. For fiscal 2006, the Committee established minimum, target, and maximum levels of EPS and ROIC growth weighted 75% and 25% respectively.
       
  Bonus Percentage Awards As % of Base Salary
Position
 Threshold Target Maximum
 
CEO 25% 75% 150%
Other Executive Officers 15%-22% 45%-65% 90%-135%
In fiscal 2006, as certified by the Committee, the level of achievement of the Company’s performance goals was at the maximum level and the executive officers received from 90%-150% of their annualized base salary at the end of the fiscal year. The awards are shown in the “Bonus” column of the Summary Compensation Table.
Long-Term Equity Incentive Compensation
Stock options are granted to certain officers including the Named Executive Officers, on an annual basis to motivate and reward for increases in stockholder value and to align their personal financial interests with those of the stockholders of the Company. Determination of the amount of shares granted is based on the competitive long-term incentive value of each position based on survey data from the Compensation Peer Group and general industry. The Compensation Committee approves the amount and date of each grant. All stock options are granted with an exercise price equal to the closing price of Jack in the Box Inc. Common Stock on the date of grant. Accordingly, those stock options will have value only iflower the market price of the common stock increases afterin inverse proportion to the stock split, effected in the form of a stock dividend. Such lower price will be expected to increase the liquidity and broaden the marketability of the common stock to a larger group of investors.
Upon the effectiveness of the stock split, effected in the form of a stock dividend, each stockholder will receive, for each share of common stock held by such stockholder on the record date for the stock split, effected in the form of a stock dividend, a dividend of one share of common stock. In addition, our outstanding stock options, performance vested stock awards, non-vested stock awards, non-management director deferred stock equivalents, stock purchase rights and warrants, if any, will be proportionately adjusted such that the number of shares underlying these instruments will be doubled and the exercise price, if any, will be halved. Upon the effectiveness of the stock split, effected in the form of a stock dividend, we will apply for listing of the additional shares of common stock to be issued on the New York Stock Exchange.
If the Amendment is approved by our stockholders, each stockholder of record as of the close of business on October 2, 2007 shall receive one additional share of common stock for each share of common stock held by them on that date. Each stock option permits the executive, for a period of ten years, the right to purchaseThe additional shares of Jack in the Box stock from the Company at the exercise price. Options vest and become exercisable at 25% each year over a four year period as set forth in the award agreements. On a normal termination, an optionee is allowed 90 days from the termination date to exercise any vested optionsshall be distributed on or the options terminate. Vesting is accelerated upon terminations of employment after retirement planabout October 15, 2007, by our transfer agent, BNY Mellon Shareowner Services.


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eligibility, or due to total and permanent disability, death, and under certain circumstances, upon a change in control, as that term is defined in the award agreements.
Other Benefits and Perquisites
The Company provides other benefits and perquisites to its executive officers that we believe are reasonable, competitive, and consistent with our overall total compensation philosophy. We maintain a limited level of perquisites. The Company provides a car allowance, financial planning services plus agross-up for tax purposes, and supplemental health insurance, Company-paid term life insurance with a maximum value of $770,000 and a supplemental executive retirement plan and an executive deferred compensation plan, each of which is detailed in the Summary Compensation Table and accompanying footnotes. The Company doesnot own or lease a Company airplane, purchase country club memberships, provide officers with the use of permanent residences, home security systems or defray the cost of personal entertainment or family travel.
Review of Compensation — Tally Sheets
It is intended that the design of our executive compensation program provides an appropriate balance between short-term and long-term performanceAs of the Company,Record Date, there were 30,869,195 shares of common stock outstanding and a balance between fixedheld by our stockholders, (excluding, 11,758,028 shares of common stock held in treasury). The Company’s treasury shares will not be voted and at-risk compensation. Each year, the Committee reviews the various components of the CEO and other executive officers’ compensation. In fiscal year 2006 the Committee reviewed tally sheets listing components of cash compensation, equity-based compensation, and retirement and welfare benefits. Compensation tally sheets detailing each of the compensation components were prepared and reviewed by the Committee for the Chairman & CEO, the President & COO, and the EVP, CFO. The Committee believes that executive compensation in fiscal 2006 was reasonable in its totality.
Tax Deductibility of Pay
Compensation decisions for executive officers are made with full consideration of the Internal Revenue Code Section 162(m) implications. Section 162(m) of the Internal Revenue Code places a limit of $1.0M on the amount of compensation that Jack in the Box may deduct in any one yearno stock dividend will be paid with respect to eachsuch treasury shares in connection with the stock split, effected in the form of its fivea stock dividend. As a result of the2-for-1 stock split, to be effected as a stock dividend on or about October 15, 2007, and based on the number of outstanding shares as of the Record Date, we estimate there will be approximately 61,738,390 shares of common stock issued and outstanding and 8,410,894 shares of common stock reserved for employee benefit plans and equity compensation plans. Therefore, we estimate that effective on or about October 15, 2007, the total shares of common stock issued and outstanding or reserved for benefit and compensation plans will be approximately 70,149,284 compared to total authorized shares of common stock of 175,000,000.
Other possible business and financial uses for the additional shares of common stock include, without limitation, future stock splits, raising capital through the sale of common stock, acquiring other companies, businesses or products in exchange for shares of common stock, attracting and retaining employees and non-employee directors by the issuance of additional securities under our various equity compensation plans, and other transactions and corporate purposes that the Board of Directors deems are in our best interest. The additional authorized shares will enable us to act quickly in response to opportunities that may arise for these types of transactions, in most highly paid executive officers, but excludes “performance-based” compensation from this limit. The Company’s annual cash incentive compensationcases without the necessity of obtaining further stockholder approval and holding a special stockholders’ meeting before such issuance(s) could proceed, except as provided under Delaware law or under the Amendedrules of the New York Stock Exchange. Other than the stock split, effected in the form of a stock dividend, and Restated Performance Bonus Planpotential issuances pursuant to employee benefit plans and its stock option awards underequity compensation plans, as of the 2004 Stock Incentive Plan are intendeddate of this Proxy Statement we have no current plans, arrangements or understandings regarding the additional shares that will be authorized pursuant to qualify as performance based compensation under section 162(m). Restricted stock awards are not considered performance-based under Section 162(m)this proposal. However, we review and accordingly, are subjectevaluate potential capital-raising activities, transactions and other corporate actions on an on-going basis to the $1.0 Million limit on deductibility. The Company’s general policy where consistent with business objectives, is to preserve the deductibility of most compensation paid to executive officers. We may authorize forms of compensation that might notdetermine if such actions would be deductible if we believe they are in the best interests of the Companyus and its stockholders.
Executive Compensation Policy Decisions
In addition to the compensation components described above, the Company adopted the policies described below to more closely align executive officers’ interest with those of our stockholders.
 
Policy Regarding Stock Ownership.  Since 2002, JackUpon issuance, the additional shares of authorized common stock will have rights identical to the currently outstanding shares of common stock. Adoption of the Amendment will not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders. The proposed stock split, effected in the Box Inc. has maintained stock ownership guidelines for our senior executive officers to encourage retention and align the financial interests of our executives to those of stockholders. Ownership guidelines are reviewed each September. The Board has established stock ownership guidelines as the lesserform of a fixedstock dividend, will reduce our earnings per share but will not affect voting rights of current stockholders, as each stockholder will continue to hold the same percentage interest in the Company. However, to the extent that the additional authorized shares of common stock are issued in the future outside of the proposed stock split, effected in the form of a stock dividend, they may decrease existing stockholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the voting rights of existing stockholders and have a negative effect on the market price of the common stock. Current stockholders have no preemptive or similar rights, which means that current stockholders do not have a prior right to purchase any new issue of common stock in order to maintain their proportionate ownership thereof.
We have not proposed the increase in the number of authorized shares of common stock with the intention of using the additional authorized shares for anti-takeover purposes, but we will be able to use the additional shares to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example, without further stockholder approval, the Board of Directors could sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board of Directors. Although this proposal to increase the authorized number of shares of common stock has been prompted by business and financial considerations and not by the threat of any known or multiplethreatened hostile takeover attempt, stockholders should be aware that approval of salary, as follows:this proposal could facilitate future efforts by us to oppose changes in control of the Company and perpetuate our management, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.
 
         
     Value as
 
Position
 Shares  Multiple of Salary 
 
CEO  165,000   500% 
President  90,000   400% 
Executive Vice President  55,000   300% 
Senior Vice President  30,000   200% 
We could also use the additional shares of common stock for potential strategic transactions including, among other things, acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments, although we have no present plans to do so. We cannot provide assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect our business or the trading price of the common stock. Any such transactions may require us to incur non-recurring or other charges and may pose significant integration challengesand/or management and business disruptions, any of which could materially and adversely affect our business and financial results.


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Both shares owned byThe2-for-1 stock split, effected as a stock dividend, should be a tax-free distribution under the executiveInternal Revenue Code of 1986, as well as unvested restrictedamended. The holding period of the new stock, awarded to an executive, as reported infor determining whether capital gain or loss on a sale or exchange is long-term or short-term, will include the Summary Compensation Table apply toward fulfillmentperiod during which the shareholder held the existing common stock. A stockholder who receives a nontaxable distribution of stock ownership guidelines. Restrictedmust allocate the basis of the stock, with respect to which the distribution is subjectmade, between the old stock and the new stock in proportion to continued employment and will not be distributed until retirement or termination from the Company. Upon retirement or termination, the numberrelative fair market values of restricted shares vested will be determined basedeach on the executive’s years of service as of the date of retirementdistribution. This discussion should not be considered as tax or termination. Restricted stock awards are applied as an offset ininvestment advice, and the calculation of future stock option grants. Eachtax consequences of the Named Executive Officers meets stock ownership guidelines.
Policy Regarding Stock Option Repricings.  Jack insplit, effected as a stock dividend, may not be the Box Inc. has a policy not to reprice stock options unless approved by oursame for all stockholders. We have not repriced any stock options,Stockholders should consult their own tax advisors regarding their individual federal, state, local and we do not intend to reprice any stock options that were granted in prior years or may be granted in the future.foreign tax consequences.
 
Expensing Stock OptionsTHE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE “FOR”
PROPOSAL 1.
Jack in the Box Inc. began expensing options at the beginning of fiscal year 2006, October 3, 2005.
CEO Compensation
The Committee has reviewed the total compensation paid to the CEO, Ms. Lang, in fiscal year 2006 and believes it is appropriate relative to her role and performance in leading Jack in the Box Inc. toward becoming a national restaurant company and a most admired brand. To further these objectives, she has led major strategic Company initiatives, including a) transitioning to a more highly franchised restaurant concept, b) intensive new product development and enhancement of our existing product lines, and c) undertaking an extensive reimage of the restaurant environment, including the facility and people necessary to enhance the overall guest service experience. Ms. Lang has also supported and advanced the Company’s culture of ethical values, best practices in corporate governance, and a formal succession planning process to ensure the Company builds and sustains a talented, high-performing management team.
Ms. Lang became Chief Executive Officer and Chairman of the Board on October 3, 2005. She had served as President and Chief Operating Officer of the Company since November 2003, and previously held other leadership positions in the Company.
Ms. Lang’s compensation package includes a mix of fixed and at-risk compensation which includes short and long-term incentives. The Committee targeted Ms. Lang’s compensation at the median of the competitive peer and general industry groups, based on survey data. The Committee also considered the Company’s overall compensation objectives and Ms. Lang’s leadership role and significant contribution to the Company’s EPS and ROIC financial performance, planned growth, strategic initiatives, and people development and culture. To assist it in making its determination, the Compensation Committee relies on competitive pay information and advice from its outside compensation consultant.
Ms. Lang’s compensation is determined by the Compensation Committee in executive session without the presence of Company employees. The Committee’s actions were reviewed and discussed by the non-employee directors in executive session of the Board of Directors.
Alice B. Hayes, Chair
Anne B. Gust
Murray H. Hutchison


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PERFORMANCE GRAPH
The following graph compares the cumulative return to holders of the Company’s Common Stock at September 30th of each year (except 2004 when the comparison date is October 3 due to the 53rd week in fiscal year 2004) to the yearly weighted cumulative return of a restaurant peer group index and to the Standard & Poor’s (“S&P”) 500 index for the same period. The comparison assumes $100 was invested on September 30, 2001, in the Company’s Common Stock and in each of the comparison groups, and assumes reinvestment of dividends. The Company paid no dividends during these periods.
(PERFORMANCE GRAPH)
                         
  Cumulative Total Return
  2001 2002 2003 2004 2005 2006
Jack in the Box Inc.  $100  $81  $64  $113  $107  $186 
S & P 500 Index $100  $80  $99  $113  $126  $140 
Restaurant Peer Group(1) $100  $110  $138  $152  $154  $183 
                         
(1)The Restaurant Peer Group Index is comprised of the following companies: Applebee’s International, Inc.; Bob Evans Farms, Inc.; Brinker International, Inc.; CBRL Group, Inc.; CKE Restaurants, Inc.; Luby’s, Inc.; Papa John’s International, Inc.; Ruby Tuesday, Inc.; Ryan’s Family Steakhouse, Inc. and Sonic Corp.


23

 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth, as of December 27, 2006,July 8, 2007, information with respect to beneficial ownership of voting securities of the Company by (i) each person who is known to us to be the beneficial owner of more than 5% of any class of the Company’s voting securities, (ii) each director and nominee for director of the Company, (iii) each executive officer listed in the Summary Compensation Table hereinof our Proxy Statement for the Annual Meeting of the Stockholders on February 16, 2007, and (iv) all directors and executive officers of the Company as a group. Each of the following stockholders has sole voting and investment power with respect to shares beneficially owned by such stockholder, except to the extent that authority is shared with spouses under applicable law, or as otherwise noted.
 
                
 Number of Shares
    Number of Shares
  
 of Common Stock
 Percent of
  of Common Stock
 Percent of
Name
 Beneficially Owned(1) Class(1)  Beneficially Owned(1) Class(1)
Fidelity Investments(2)  4,129,200   8.8%  3,380,300   7.7%
Barclays Global Investors, N.A.(3)  3,416,944   7.3%  2,161,154   4.9%
Linda A. Lang  290,350   *   156,150   *
Paul L. Schultz  191,354   *   129,354   *
L. Robert Payne  122,700   * 
David M. Theno  110,825   *   72,625   *
Jerry P. Rebel  31,286   *
Lawrence E. Schauf  56,325   *   50,000   *
Jerry P. Rebel  51,611   * 
Michael E. Alpert  31,700   *
George Fellows  9,200   *
Murray H. Hutchison  50,700   *   45,300   *
Michael E. Alpert  47,600   * 
Alice B. Hayes  42,700   *   38,700   *
Michael W. Murphy  19,200   *
Anne B. Gust  24,600   *   44,200   *
David M. Tehle  16,100   *   20,700   *
Michael W. Murphy  14,600   * 
George Fellows  0   * 
All directors and executive officers as a group 21 persons persons)  1,264,235   2.7%
All directors and executive officers as a group (15 persons)  850,940   1.2%
 
 
* Less than one percent


5

(1)For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date which such person has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Messrs. Schultz, Rebel, Theno, Payne, Schauf, Alpert, Fellows, Hutchison, Murphy and Tehle and Ms. Lang, Ms. Gust and Dr. Hayes have the right to acquire through the exercise of stock options within 60 days of the above date, 135,925, 20,325, 80,825, 80,700, 6,325, 45,100,73,825, 0, 50,700, 14,600, 14,600, 190,350, 24,60042,625, 0, 29,200, 9,200, 45,300, 19,200, 19,200, 56,150, 44,200, and 40,70036,700 respectively, of the shares reflected above as beneficially owned. As a group, all directors and executive officers have the right to acquire through the exercise of stock options within 60 days of the above date 893,720471,625 of the shares reflected above as beneficially owned. In addition, the shares reflected as beneficially owned by Messrs. Schultz, Rebel, Theno and Schauf, and Ms. Lang include 15,084, 31,286, 28,000, 50,000 and 100,000 shares, respectively, for restricted stock awards. As a group, the shares reflected as beneficially owned by all directors and executive officers include 280,470278,970 restricted stock awards. Restricted stock shares may be voted by such executive officers; however, the shares are not available for sale or other disposition until the expiration of vesting restrictions upon retirement or termination.
 
(2)According to its Form 13F filing as of September 30, 2006,March 31, 2007, FMR Corp., on behalf of certain of its direct and indirect subsidiaries, Fidelity Management & Research Company and FMR Co., Inc. and Fidelity ManagementPyramis Global Advisors Trust Company, indirectly held and had investment discretion with respect to 4,129,2003,380,300 shares. Fidelity Management & Research Company and FMR Co., Inc. were the beneficial


24

owners of 4,103,5003,284,600 shares, of which it had no voting power with respect to 4,103,5003,284,600 shares. Fidelity ManagementPyramis Global Advisors Trust Company was the beneficial owner of 25,70095,700 shares, of which it had sole voting power. The address of Fidelity Management and Research Company, FMR Co., and fidelity ManagementPyramis Global Advisors Trust Company is 82 Devonshire Street, Boston, Massachusetts 02109.
 
(3)According to its Form 13F filing as of September 30, 2006,March 31, 2007, Barclays PLC, on behalf of certain of its direct and indirect subsidiaries, Barclays Global Investors, NA, Barclays Global Fund Advisors, and Palomino LTD,Barclays Global Investors Ltd, indirectly held and had investment discretion with respect to 3,416,9442,161,154 shares. Barclays Global Investors, NA was the beneficial owner of 2,472,3911,227,997 shares, of which it had sole voting power with respect to 2,324,7571,090,252 shares and no voting power with respect to 147,634137,745 shares. Barclays Global Fund Advisors was the beneficial owner of 924,524912,686 shares, of which it had sole voting power. Palomino LTDpower with respect to 638,253 shares and no voting power with respect to 274,433 shares. Barclays Global Investors Ltd was the beneficial ownersowner of 20,02920,471 shares, of which it had soleno voting power.power with respect to 20,471 shares.


6

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, each executive officer, director and beneficial owner of more than 10% of the Company’s Common Stock is required to file certain forms with the Securities and Exchange Commission. A report of beneficial ownership of the Company’s Common Stock on Form 3 is due at the time such person becomes subject to the reporting requirements and a report on Form 4 or Form 5 must be filed to reflect changes thereafter. Based on written statements and copies of forms provided to us by persons subject to the reporting requirements, we believe that all such reports required to be filed by such persons during fiscal 2006 were filed on a timely basis, with the exception of one Form 4 for director Alice Hayes which was filed two days late and regarding which the broker was late in advising that the transaction had been completed and one Form 5 reflecting a donation of stock by director L. Robert Payne.
OTHER BUSINESS
 
We are not aware of any other matters to come before the AnnualSpecial Meeting. If any matter not mentioned herein is properly brought before the AnnualSpecial Meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect thereto in accordance with their best judgment.
 
Pursuant to the Company’s Bylaws, in order for a stockholder to present business at the Annual Meeting or to make nominations for election of a director, such matters must be filed in writing with the Secretary of the Company in a timely manner. To be timely, a stockholder’s notice to present business at the Annual Meeting or to make nominations for the election of a director must be delivered to the principal executive offices of the Company not less than one hundred twenty (120) days in advance of the first anniversary of the date that the Company’s Proxy Statement was first released to stockholders in connection with the previous year’s Annual Meeting, except if the date of the annual meeting is more than thirty (30) calendar days earlier than the date contemplated at the time of the previous year’s Proxy Statement, notice must be received not later than the close of business on the tenth (10th)(10th) day following the day on which the date of the Annual Meeting is publicly announced. Such notices shall set forth, as to the stockholder giving notice, the stockholder’s name and address as they appear on the Company’s books, and the class and number of shares of the Company which are beneficially owned by such stockholder. Additionally, (i) with respect to a stockholder’s notice regarding a nominee for director, such notice shall set forth, as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected); and (ii) with respect to a notice relating to a matter the stockholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the meeting and any material interest of the stockholder in such business.
 
The Nominating and Governance Committee considers suggestions from many sources, including stockholders, regarding possible candidates for director. In order for stockholder suggestions regarding possible candidates for director to be considered by the Nominating and Governance Committee, such information should be provided to the Committee in writing at least one hundred twenty (120) days prior to the date of the next scheduled Annual Meeting. Stockholders should include in such communications the name and biographical data of the individual who is the subject of the communication and the individual’s relationship to the stockholder.


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Stockholders may send any recommendations for director nominees or other communications to the Board of Directors or any individual or group of directors at the following address. All communications received are reported to the Board or the individual directors:
 
Board of Directors (or specified directors)
c/o Corporate Secretary
JACK IN THE BOX INC.
9330 Balboa Avenue
San Diego, CA 92123
 
A copy of the Company’s Annual Report onForm 10-K for the fiscal year ended October 1, 2006, as filed with the SEC, excluding exhibits, may be obtained by stockholders without charge by written request sent to the above address or may be accessed on the Internet at:http://www.jackinthebox.com
STOCKHOLDER PROPOSALS FOR 2008 ANNUAL MEETINGwww.jackinthebox.com.
Any stockholder of the Company wishing to have a proposal considered for inclusion in the Company’s proxy solicitation materials to be distributed in connection with the Company’s Annual Meeting of Stockholders to be held in the year 2008 must set forth such proposal in writing and file it with the Secretary of the Company on or before September 14, 2007. Any such proposals must comply in all respects with the rules and regulations of the Securities and Exchange Commission. See “Other Business” above.


267

 
ExhibitEXHIBIT A

FORM OF CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF
INCORPORATION OF JACK IN THE BOX INC.
DIRECTOR INDEPENDENCE GUIDELINES
a.  A director shall not be independent if he or she is a director, executive officer, partner or owner of 5% or greater interest in a company that either purchases from or makes sales to our Company that total more than 1% of the consolidated gross revenues of such company for that fiscal year.
b.  A director shall not be independent if he or she is a director, executive officer, partner or owner of 5% or greater interest in a company from which our Company borrows an amount equal to or greater than 1% of the consolidated assets of either our Company or such other company.
c.  A director shall not be independent if he or she is a trustee, director or executive officer of a charitable organization that has received in that fiscal year, discretionary donations from our Company that total more than 1% of the organization’s latest publicly available national annual charitable receipts.

CERTIFICATE OF AMENDMENT
A-1

Exhibit B
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
JACK IN THE BOX INC.,
POLICY FOR AUDIT COMMITTEE PRE-APPROVAL OF SERVICESA DELAWARE CORPORATION
 
Jack in the Box Inc. (the Company), a corporation organized and its Audit Committee are committed to ensuring the independenceexisting under and by virtue of the Auditor, both in fact and in appearance. Accordingly, all serviceslaws of State of Delaware (the “Corporation”), pursuant to the provisions of the General Corporation Law of State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that:
FIRST:  The Board of Directors of the Corporation adopted resolutions effective as of August 3, 2007 setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be provided byadvisable and proposing that said amendment be submitted to the independent auditors pursuant to this policy must be as permitted by Section 10Astockholders of the Securities Exchange Act of 1934.
Corporation for their consideration and approval. The Audit Committee hereby pre-approves services to be rendered byresolution setting forth the Company’s auditorproposed amendment is as follows:
 
Audit and Audit Related Services
SubjectRESOLVED, that, subject to the limitations described below, the Audit Committee pre-approves the following services that management may request to be performedapproval by the independent auditor that are an extensionCorporation’s stockholders, Section A of normal audit work or enhance the effectivenessArticle IV of the auditors’ procedures:
1) AuditsCorporation’s Certificate of employee benefit plans
2) Audits of JackIncorporation be amended in the Box Inc. subsidiaries and affiliates
3) Consultation regarding the implementation of technical accounting standards
4) Due diligence assistance on acquisitions
5) Services related to the independent auditors’ consent to the use of its audit opinion in documents filed with the Securities Exchange Commission or other state or federal governmental authorities
6) Internal Control reviews
7) Agreed-upon or expanded audit procedures required to respond or comply with financial, accounting or regulatory matters
Tax Compliance Services
Subject to the limitations described below, the Audit Committee pre-approves the following tax compliance services that management may request to be performed by the independent auditor that are an extension of normal audit work and are not inconsistent with the attest role of the auditor:
1) Review of federal, state or other income tax returns
2) Due diligence tax advice related to prospective acquisitions
3) Requests for rulings or technical advice from taxing authorities
4) Assistance in complying with proposed or existing tax regulations
Pre-Approval Limitations
The non-audit services detailed above shall only be pre-approved by the Audit Committee subject to limitationsentirety as follows:
 
1) Each individual serviceThe total number of shares which the Corporation shall not exceed $25,000have authority to issue is one hundred ninety million 190,000,000 shares, consisting of one hundred seventy-five million 175,000,000 shares of Common Stock, par value of $0.01 per share (the “Common Stock”), and fifteen million 15,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”).
 
2) All services, in the aggregate, shall not exceed $50,000 in any fiscal year
3) Each service shall be reportedSECOND:  This Certificate of Amendment to the Audit Committee Chair prior to its inception
4) All new services shall be reported to the entire Audit Committee at eachCertificate of its regular quarterly meetings
Other Services
For all services to be performed by the independent auditor that are not specifically detailed above, an engagement letter confirming the scope and termsIncorporation of the work to be performed shall be submitted toCorporation has been duly adopted in accordance with the Auditprovisions of Sections 228 and 242 of the DGCL.


B-1A-1

Committee for pre-approval. In the event that any modification of an engagement letter is required, such modification must also be pre-approved.(PROXYCARD01)
Authorized Delegate
The Audit Committee delegates to its Chairperson the authority to pre-approve proposed services as described above in excess of the fee limitations on acase-by-case basis provided that the entire Audit Committee is informed of the services being performed at its next scheduled meeting.
Competitive Bidding Process
Nothing in this policy should be read to imply that the independent auditors have a preferred supplier arrangement in respect to the services listed above. Certain services, by their nature, may only be performed by the independent auditor (i.e., issuing a consent or providing guidance on implementation of GAAP). For all other services, it would generally be expected that any significant engagements for services be subject to a competitive review process.


B-2

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JACK IN THE BOX INC.
FOR ANNUAL MEETING OF STOCKHOLDERS ON FEBRUARY 16, 2007 AT 2:00 P.M.
MARRIOTT MISSION VALLEY, 8757 RIO SAN DIEGO DRIVE, SAN DIEGO, CALIFORNIA
     The undersigned hereby appoints Linda A. Lang, Jerry P. Rebel and Lawrence E. Schauf and each of them, acting by a majority or by one of them if only one is acting, as lawful proxies, with full power of substitution, for and in the name of the undersigned, to vote on behalf of the undersigned, with all the powers the undersigned would possess if personally present at the Annual Meeting of Stockholders of Jack in the Box Inc., a Delaware corporation, on February 16, 2007, or any postponements or adjournments thereof. The above named proxies are instructed to vote all the undersigned’s shares of stock on the proposals set forth in the Notice of Annual Meeting and Proxy Statement as specified on the other side hereof and are authorized in their discretion to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof.This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted “FOR” all nominees listed, and “FOR” Proposal 2.The Board of Directors recommends a vote FOR the above proposals.
(Continued, and to be marked, dated and signed, on the other side)
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS JACK IN THE BOX INC. FOR SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 21, 2007 AT 2:00 P.M. JACK IN THE BOX INC., 9330 BALBOA AVENUE, SAN DIEGO, CALIFORNIA The undersigned hereby appoints Linda A. Lang and Jerry P. Rebel and each of them, acting by a majority or by one of them if only one is acting, as lawful proxies, with full power of substitution, for and in the name of the undersigned, to vote on behalf of the undersigned, with all the powers the undersigned would possess if personally present at the Special Meeting of Stockholders of Jack in the Box Inc., a Delaware corporation, on September 21, 2007, or any postponements or adjournments thereof. The above named proxies are instructed to vote all the undersigned’s shares of stock on the proposals set forth in the Notice of Special Meeting and Proxy Statement as specified on the other side hereof and are authorized in their discretion to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted “FOR” Proposal 1. The Board of Directors recommends a vote FOR Proposal 1. (Continued, and to be marked, dated and signed, on the other side) Address Change/Comments(Mark (Mark the corresponding box on the reverse side)



s FOLD AND DETACH HERE s JACK IN THE BOX INC. SPECIAL MEETING OF STOCKHOLDERS SEPTEMBER 21, 2007 AT 2:00 P.M. JACK IN THE BOX INC. 9330 BALBOA AVENUE SAN DIEGO, CALIFORNIA
5FOLD AND DETACH HERE5
You can now access yourJack in the Box Inc.account online.
Access your Jack in the Box Inc. shareholder/stockholder account online via Investor ServiceDirect® (ISD).
Mellon Investor Services LLC, Transfer Agent for Jack in the Box Inc., now makes it easy and convenient to get current information on your shareholder account.

•View account status
•View certificate history
•View book-entry information
•View payment history for dividends
•Make address changes
•Obtain a duplicate 1099 tax form
•Establish/change your PIN


Visit us on the web at http://www.melloninvestor.com
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
Investor ServiceDirect® is a registered trademark of Mellon Investor Services LLC

(PROXYCARD01)
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE PROPOSALS
PROPOSAL Mark Here for Address THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Mark Here
for Address
Change or
Comments		o
PLEASE SEE REVERSE SIDE

WITHHOLD
FORALL
ITEM 1—Election AGAINST ABSTAIN PROPOSAL 1-Amendment of Directorsoo
Nominees:
01 Michael E. Alpert05 Murray H. Hutchison
02 George Fellows06 Linda A. Lang
03 Anne B. Gust07 Michael W. Murphy
04 Alice B. Hayes08 David M. Tehle
(Instruction: To withhold authority to vote for any individual nominee write that nominee’s name below.)
FORAGAINSTABSTAIN
ITEM 2—RatificationRestated Certificate of appointment of KPMG LLP as independent registered public accountants.ooo


In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting, including with respect to any adjournment thereof.
Incorporation YESNO
I plan to attend the meeting.oo


Signature(s) x
Dated:, 2007
Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.melloninvestor.com/isd where step-by-step instructions will prompt you through enrollment. Signature Signature Date NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
5FOLD AND DETACH HERE5
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
INTERNET
TELEPHONE
s FOLD AND DETACH HERE s Vote by Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the meeting. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Internet Telephone Mail http://www.proxyvoting.com/jbx
1-866-540-5760
Mark, sign and date Use the Internet to vote your proxy. Use any touch-tone telephone to vote your proxy card Have your proxy card in hand when you access the web site.

ORUse any touch-tone telephone to vote your proxy. Have your proxy card in and you access the web site. OR hand when you call.

OR return it in the enclosed postage-paid envelope. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. You can view the Annual Report and Proxy Statement on the internet at: http://www.jackinthebox.com
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

ChooseMLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor SeviceDirect® at www.melloninvestor.com/isd where step-by-step instructions will prompt you through enrollment.



You can access the Annual Report and Proxy Statement
on the internet at: http://www.jackinthebox.com

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JACK IN THE BOX INC.
FOR ANNUAL MEETING OF STOCKHOLDERS ON FEBRUARY 16, 2007 AT 2:00 P.M.
MARRIOTT MISSION VALLEY, 8757 RIO SAN DIEGO DRIVE, SAN DIEGO, CALIFORNIA
     The undersigned hereby appoints Linda A. Lang, Jerry P. Rebel and Lawrence E. Schauf and each of them, acting by a majority or by one of them if only one is acting, as lawful proxies, with full power of substitution, for and in the name of the undersigned, to vote on behalf of the undersigned, with all the powers the undersigned would possess if personally present at the Annual Meeting of Stockholders of Jack in the Box Inc., a Delaware corporation, on February 16, 2007, or any postponements or adjournments thereof. The above named proxies are instructed to vote all the undersigned’s shares of stock on the proposals set forth in the Notice of Annual Meeting and Proxy Statement as specified on the other side hereof and are authorized in their discretion to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof.This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted “FOR” all nominees listed, and “FOR” Proposal 2.The Board of Directors recommends a vote FOR the above proposals.
(Continued, and to be marked, dated and signed, on the other side)

Address Change/Comments(Mark the corresponding box on the reverse side)
5FOLD AND DETACH HERE5
JACK IN THE BOX INC.
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 16, 2007 AT 2:00 P.M.
MARRIOTT MISSION VALLEY
8757 RIO SAN DIEGO DRIVE
SAN DIEGO, CALIFORNIA

 

(PROXYCARD02)
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS JACK IN THE BOX INC. FOR SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 21, 2007 AT 2:00 P.M. JACK IN THE BOX INC., 9330 BALBOA AVENUE, SAN DIEGO, CALIFORNIA The undersigned hereby appoints Linda A. Lang and Jerry P. Rebel and each of them, acting by a majority or by one of them if only one is acting, as lawful proxies, with full power of substitution, for and in the name of the undersigned, to vote on behalf of the undersigned, with all the powers the undersigned would possess if personally present at the Special Meeting of Stockholders of Jack in the Box Inc., a Delaware corporation, on September 21, 2007, or any postponements or adjournments thereof. The above named proxies are instructed to vote all the undersigned’s shares of stock on the proposals set forth in the Notice of Special Meeting and Proxy Statement as specified on the other side hereof and are authorized in their discretion to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted“FOR” Proposal 1. The Board of Directors recommends a vote FOR Proposal 1. (Continued, and to be marked, dated and signed, on the other side) Address Change/Comments (Mark the corresponding box on the reverse side) s FOLD AND DETACH HERE s JACK IN THE BOX INC. SPECIAL MEETING OF STOCKHOLDERS SEPTEMBER 21, 2007 AT 2:00 P.M. JACK IN THE BOX INC. 9330 BALBOA AVENUE SAN DIEGO, CALIFORNIA

(PROXYCARD02)
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE PROPOSALSPROPOSAL Mark Here for Address THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Mark Here
for Address
Change or
Comments		o
PLEASE SEE REVERSE SIDE

WITHHOLD
FORALL
ITEM 1—Election AGAINST ABSTAIN In their discretion, the Proxies are authorized to vote upon such other business PROPOSAL 1-Amendment of Directorsoo
Nominees:
01 Michael E. Alpert05 Murray H. Hutchison
02 George Fellows06 Linda A. Lang
03 Anne B. Gust07 Michael W. Murphy
04 Alice B. Hayes08 David M. Tehle
(Instruction: To withhold authority to vote for any
individual nominee write that nominee’s name below.)

FORAGAINSTABSTAIN
ITEM 2—RatificationRestated as may properly come before the meeting, including with respect to any adjourn-Certificate of appointment of KPMG LLP as independent registered public accountants.ooo
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting, including with respect to any adjourn- ment thereof.
Incorporation ment thereof. YESNO
I plan to attend the meeting.oo Signature(s) x Dated: , 2007 NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. s FOLD AND DETACH HERE s


Signature(s) x
Dated:,2007
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
5FOLD AND DETACH HERE5

 

(PROXY CARD)
BALLOTJACK IN THE BOX INC.BALLOT
Annual Special Meeting of Stockholders, February 16,September 21, 2007
The undersigned votes(votes()shares of stock, with respect to the following:
1.Election To approve an amendment to Jack in the Box Inc.’s Restated Certificate of Directors: Michael E. Alpert, George Fellows, Anne B. Gust, Alice B. Hayes, Murray H. Hutchison, Linda A. Lang, Michael W. Murphy and David M. Tehle.
oFORall nominees listed.
oWITHHOLD AUTHORITYIncorporation, as amended, to vote for all nominees listed.
oFORall nominees listed except
2.Ratificationincrease the total number of appointment of KPMG LLP as independent registered public accountants.            ¨ FOR¨ AGAINST¨ ABSTAIN

Stockholder’s signature (¨ check box if you are voting shares held in Easy$aver Plus Plan)


INSTRUCTION: If ballot is cast by proxy, print stockholder name above or, if multiple stockholders, print “Proxies Filed” above.

Proxy signature (if ballot is cast by proxy)


BALLOTJACK IN THE BOX INC.BALLOT
Annual Meeting of Stockholders, February 16, 2007
The undersigned votes()shares of capital stock with respectthat Jack in the Box Inc. is authorized to issue from 90,000,000 to 190,000,000 by increasing the following:
1.Electiontotal number of Directors: Michael E. Alpert, George Fellows, Anne B. Gust, Alice B. Hayes, Murray H. Hutchison, Linda A. Lang, Michael W. Murphy, and David M. Tehle.
oFORall nominees listed.
oWITHHOLD AUTHORITYto vote for all nominees listed.
oFORall nominees listed except
2.Ratification of appointment of KPMG LLP as independent registered public accountant.            ¨ FOR¨ AGAINST¨ ABSTAIN

Stockholder’s signature (¨ check box if you are voting shares held in Easy$aver Plus Plan)


INSTRUCTION: If ballot is cast by proxy, print stockholder name above or, if multiple stockholders, print “Proxies Filed” above.

Proxy signature (if ballot is cast by proxy)


BALLOTJACK IN THE BOX INC.BALLOT
Annual Meeting of Stockholders, February 16, 2007
The undersigned votes()shares of common stock with respectfrom 75,000,000 to the following:
175,000,000. FOR AGAINST ABSTAIN Stockholder’s signature INSTRUCTION: If ballot is cast by proxy, print stockholder name above or, if multiple stockholders, print “Proxies Filed” above. Proxy signature (if ballot is cast by proxy)
1.Election of Directors: Michael E. Alpert, George Fellows, Anne B. Gust, Alice B. Hayes, Murray H. Hutchison, Linda A. Lang, Michael W. Murphy, and David M. Tehle.
oFORall nominees listed.
oWITHHOLD AUTHORITYto vote for all nominees listed.
oFORall nominees listed except
2.Ratification of appointment of KPMG LLP as independent registered public accountant.            ¨ FOR¨ AGAINST¨ ABSTAIN

Stockholder’s signature (¨ check box if you are voting shares held in Easy$aver Plus Plan)


INSTRUCTION: If ballot is cast by proxy, print stockholder name above or, if multiple stockholders, print “Proxies Filed” above.

Proxy signature (if ballot is cast by proxy)