INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING

Everyone attending the 2016 Annual Meeting of Stockholders will be required to present both proof of ownership of Jack in the Box Inc. Common Stock and a valid picture identification, such as a driver’s license or passport. If your shares are held in the name of a bank, broker or other financial institution, you will need a recent brokerage statement or letter from such entity reflecting your stock ownership as of the record date. If you do not have both proof of ownership of Jack in the Box Inc. stock and a valid picture identification, you may be denied admission to the Annual Meeting.

Cameras, sound or video recording devices, and large bags or packages will not be allowed in the meeting room.

INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING

Everyone attending the ~~2013~~2016 Annual Meeting of Stockholders will be required to present both proof of ownership of Jack in the Box Inc. Common Stock and a valid picture identification, such as a driver’s license or passport. If your shares are held in the name of a bank, broker or other financial institution, you will need a recent brokerage statement or letter from such entity reflecting your stock ownership as of the record date. If you do not have both proof of ownership of Jack in the Box Inc. stock and a valid picture identification, you may be denied admission to the Annual Meeting.

Cameras, ~~and electronic~~sound or video recording devices, and large bags or packages will not be allowed in the meeting room.

PROXY SUMMARY

This is a summary only, and does not contain all of the information that you should consider in connection with this proxy statement. Please read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders


• Time and Date		8:30 a.m. P.S.T., February 12, 2016

• Place		9330 Balboa Avenue, San Diego, California 92123

• Record date		December 15, 2015

• Voting		Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.

• Admission		Proof of ownership and picture identification is required to enter Jack in the Box’s annual meeting.

Voting Matters

Stockholders are ~~not permitted~~being asked to vote on the following matters:


Items of Business		Our Board’s Recommendation
1. Election of Directors (page 14)		FOR all Nominees
2. Ratification of KPMG LLP as Independent Registered Public Accountants for FY 2016 (page 31)		FOR
3. Advisory Vote to Approve Executive Compensation (page 32)		FOR
4. Approval of Performance Incentive Plan (page 34)		FOR

Stockholders also will transact any other business that may properly come before the meeting.

How to Vote

You are entitled to vote at the 2016 Annual ~~Meeting.~~Meeting of Stockholders if you were a stockholder of record at the close of business on December 15, 2015, the record date for the meeting. On the record date, there were 34,681,826 shares of the Company’s Common Stock outstanding and entitled to vote at the annual meeting. For more details on voting and the annual meeting logistics, refer to pages 8-13 of this proxy statement.

Corporate Governance Highlights

We are committed to good corporate governance, which we believe promotes the long-term interests of stockholders and strengthens Board and management accountability. We believe good governance also fosters trust in the Company by all our stakeholders, including our guests, employees, franchisees and the communities we serve. The “Corporate Governance” section, beginning on page 20, describes our governance framework, which includes the following features:


• Annual election of directors, with majority voting		• Annual assessment of board leadership structure
• 7 of 8 independent directors		• Annual board, committee and director evaluations
• Regular executive sessions of independent directors		• Lead independent director with restaurant and franchise experience and oversight of independent directors’ executive sessions and information flow to the Board
• Board annual evaluation of CEO/Chairman
• Policy restricting directors to service on no more than three other public company boards		• Risk oversight by full Board and designated committees
• No supermajority standards — stockholders may amend bylaws or charter by majority vote		• Prohibition of hedging, pledging and short sales by Section 16 officers and directors
• Stockholder right to act by written consent		• No poison pill in place
• Board informed of investor feedback through Investor Relations update at each meeting		• Formal ethics Code of Conduct, ethics hotline and ethics training and communications to all employees to reinforce a culture of integrity

Fiscal 2015 Performance

Returns to Stockholders

The Company’sstock price increased 21.3% to $79.71 per share at fiscal year-end (“FYE”) 2015, versus $65.73 at FYE 2014. This increase is on top of a 63.9% increase during fiscal 2014, and a 42.7% increase during fiscal 2013.

We returned more than $350 million incash to shareholders during the year, including $317 million in share buybacks while increasing the dividend by 50% in May.


Financial Highlights		⁽¹⁾Operating EPS refers to diluted EPS from continuing operations on a GAAP basis excluding restructuring charges and gains/losses from refranchising. For a reconciliation, please see the Company’s current report on Form 8-K and accompanying press release filed November 17, 2015.
•Operating Earnings Per Share (“Operating EPS”)⁽¹⁾ increased 22% to $3.00 per share for fiscal 2015 (versus $2.45 for fiscal 2014), on top of three consecutive years of growth in excess of 30%.
•Systemwide same-store sales grew 9.3% at Qdoba and 6.5% at Jack in the Box (“JIB”) with JIB exceeding the QSR sandwich segment by 4.9 percentage points, according to The NPD Group’s SalesTrack^® Weekly for fiscal 2015.
•Consolidated restaurant operating margin (“ROM”) rose 190 basis points to 20.4% of sales, with margins increasing at both brands.
• Thebusiness model transformation of our JIB brand from primarily company-owned restaurants to 82% franchise-owned restaurants has resulted in a less capital intensive business model with more annuity-like cash flows. Consolidated franchise margin, as a percentage of franchise revenues, improved 190 basis points to 51.5%.

Consistent with the fundamental principle that compensation programs should align pay with performance, the Company’s fiscal 2015 performance directly impacted compensation decisions and pay outcomes as described in our Compensation Discussion and Analysis (CD&A) starting on Page 37.

Board Nominees(Proposal 1)

We understand the importance of having a Board comprised of the right people, with the highest integrity and the necessary skills and qualifications to oversee our business. The following table provides summary information about our director nominees (all current Directors), who have a diverse and balanced skill set including extensive financial, marketing, consumer brand, franchise, restaurant and retail experience. We encourage you to review the qualifications, skills and experience of each of our Directors on pages 15-19.

Name

Age

Director
Since

Principal Occupation

Independent

Committee Memberships

Other Public Co.
Boards

Leonard A. Comma

(Chairman of the Board)

2014

CEO,

Jack in the Box Inc.

David L. Goebel

(Lead Director)

2008

Partner & Faculty Member,

Merryck & Co. Ltd.

Yes

Sharon P. John

2014

CEO, Build-A-Bear

Workshop, Inc.

Yes

Build-a-Bear
Workshop, Inc.

Madeleine A. Kleiner

2011

Director

(Retired hotel & banking

executive attorney)

Yes

Northrop
Grumman
Corp.

Michael W. Murphy

2002

President & CEO,

Sharp HealthCare

Yes

James M. Myers

2010

Chairman & CEO,

Petco

Yes

David M. Tehle

2004

Director

(Retired retail CFO)

Yes

Genesco Inc.
(eff. 2/1/16)

John T. Wyatt

2010

CEO, Knowledge Universe

—United States

Yes


Chair		AC Audit Committee
x Member		CC Compensation Committee
		NG Nominating and Governance Committee
		FC Finance Committee
		EC Executive Committee

Director Attendance— During the time each director nominee served on the Board in fiscal 2015, each attended more than 75% of the meetings of the Board and committees on which he or she sits.

Board Composition — Our Board has a mix of relatively newer and longer-tenured directors. The charts below show board makeup by various characteristics. For more information on our philosophy regarding the recruitment and diversity of board members and our board refreshment policies, please see pages 20-24.

LOGO

Auditors(Proposal 2)

We are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accountants for fiscal 2016. Although stockholder ratification of the appointment is not required, the Audit Committee believes it is appropriate to seek such ratification. Additional information is provided onpages 29-31.


2015 Auditor Fees
Audit Fees		$923,980
Tax Fees		$ 29,667
KPMG Total Fees		$953,647

Executive Compensation Highlights(Proposal 3)

The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its NEOs. The Board values stockholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

See our compensation framework and key fiscal 2015 performance measures and pay actions shown on page 39.

Our executivecompensation programs are built on the following principles and objectives:

Competitive target pay structure, including base salary, annual incentive, and long-term incentives to enable us to attract and retain talented, experienced executives who can drive long-term stockholder value.

Pay for performance alignment,with a higher percentage of executive pay in the form of annual and long-term incentives that directly tie payouts to the achievement of incentive goals.

Comprehensive goal setting,with financial, operating, and strategic performance metrics that drive long-term shareholder value.

Balanced short- and long-term executive decision making, through variable compensation components using varying timeframes.

Executive alignment with stockholders, through stock ownership and holding requirements.

Sound governance practices and principles in plan design and pay decisions, with the Committee considering both what and how performance is achieved.

Management of compensation risk, by establishing incentive goals that avoid placing too much emphasis on any one metric or performance time horizon, thereby discouraging excessive or unwise risk-taking.

Our CD&A on pages 37-55 describes the compensation decision-making process and details our programs and policies.

Our stockholders approved each of the prior two years’ say on pay proposals by over 97% of votes cast.

Compensation Governance Practices

The company has several governance practices which we believe support the soundness and efficacy of our compensation programs. In short:


þ What We Do		x What We Don’t Do
ü Compensation Committee composed entirely of independent directors, who meet regularly in executive session without management present.		x Section 16 officers and directors are prohibited from hedging, pledging or holding Company stock in margin accounts.
ü Independent compensation consultant who works exclusively for the Committee (no other work for the Company).		x No dividend equivalents on unvested restricted stock units or performance share units.
ü Robust stock ownership and holding requirements through termination of service.		x No re-pricing of equity without stockholder approval.
ü Compensation Risk Committee that analyzes compensation plans, programs, policies and practices. See page 57 regarding this analysis and plan design and structural governance features that discourage imprudent risk taking.		x The Company ceased providing tax gross-up provisions in compensation arrangements entered into in 2009 and later, except related to relocation expenses (which require Compensation Committee approval in the case of executive officers).
ü Compensation Committee discretion to reduce payouts under incentive plans.
ü Clawback policy providing ability to recover incentive cash compensation and performance-based equity awards based on financial results that were subsequently restated that involve fraud or intentional misconduct.

Performance Incentive Plan(Proposal 4)

The Company seeks stockholder approval of the Jack in the Box Inc. Performance Incentive Plan (“Performance Incentive Plan”) which will replace the current Annual Incentive Plan and apply to fiscal 2017 and future year cash incentive awards. Approval will allow compensation awarded under the Plan to qualify as performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code. See pages 34-36 for a summary of the Plan, and Exhibit A for the complete Plan.

Additional Information

Please see the “Questions and Answers” section that immediately follows for important information about the proxy materials, voting, the annual meeting, Company documents, communications and the deadlines to submit shareholder proposals for the 2017 Annual Meeting of Stockholders.

We sent you these proxy materials because the Board of Directors (sometimes referred to as the “Board”) of Jack in the Box Inc. (sometimes referred to as the “Company,” “Jack in the Box,” “we,” “us,” ~~and~~or “our”) is soliciting your proxy to vote at the ~~2013~~2016 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. The Annual Meeting will be held on February ~~15, 2013,~~12, 2016, at 8:30 a.m. Pacific Standard Time at our corporate headquarters located at 9330 Balboa Avenue, San Diego, CA 92123. If you held shares of our Common Stock on December ~~18, 2012~~15, 2015 (the “Record Date”), you are invited to

attend the Annual Meeting and vote on the proposals

described below under the heading “What ~~am I~~are my voting ~~on?~~choices for each of the items to be voted on at the 2016 Annual Meeting?” However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may complete, sign, date, and return the enclosed proxy card. You may also vote over the Internet or by telephone.

The Notice of Annual Meeting of Stockholders (the “Notice”), Proxy Statement, the enclosed proxy card, and our Annual Report on Form 10-K for the fiscal year ended September ~~30, 2012, are being~~27, 2015, will be mailed to stockholders on or about January 11, ~~2013.~~2016.

1.2.	~~Election of~~Who can vote at the ~~eight directors specified in this Proxy Statement to serve until the next~~ Annual ~~Meeting of Stockholders and until their respective successors are elected and qualified.~~Meeting?

2.	~~Ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September 29, 2013.~~

3.	~~Advisory vote on the compensation awarded to our named executive officers for the fiscal year ended September 30, 2012, as set forth in this Proxy Statement.~~

“FOR” the election of each of the eight directors named in this Proxy Statement to hold office until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified;

~~“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September 29, 2013; and~~

~~“FOR,” on an advisory basis, the approval of the compensation awarded to our named executive officers for the fiscal year ended September 30, 2012, as set forth in this Proxy Statement.~~

If you were a holder of Jack in the Box Common Stock (the “Common Stock”) either as astockholder of record or as thebeneficial owner of shares held in ~~street~~Street name as of the close of business on December ~~18, 2012,~~15, 2015, the Record Date for the Annual Meeting, you may vote your shares at the Annual Meeting. As of the Record Date, there were ~~43,207,751 shares~~34,681,826

shares of Jack in the Box Inc. Common Stock outstanding, excluding treasury shares. Company treasury shares will not be voted. Each stockholder has one vote for each share of Common Stock held as of the Record Date. As summarized below, there are some distinctions between shares held of record and those owned beneficially in ~~street~~Street name.

If, on the Record Date, your shares were registered directly in your name with the Company’s transfer agent, Computershare, then you are a “stockholder of record.” As a stockholder of record, you may vote in person at the Annual

Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card, or vote by telephone or Internet, to ensure your vote is counted.

If, on the Record Date, your shares were held in an account at a broker, bank, or other financial institution (we will refer to those organizations collectively as “broker”), then you are the

beneficial owner of shares held in ~~“street~~“Street name” and these proxy materials are being forwarded to you by that broker. The broker holding your account is considered the stockholder of


								QUESTIONS AND ANSWERS

record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker on how to vote the shares in your account. As a beneficial owner, you are invited to attend the Annual Meeting. However, since you are not a stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid

proxy from your broker giving you the legal right to vote the shares at the Annual Meeting, as well as satisfy the Annual Meeting admission criteria set out in the Notice.

Under the rules that govern brokers, your broker is not permitted to vote on your behalf on any matter to be considered at the Annual Meeting (other than the ratification of the appointment of KPMG LLP as our independent registered public accountants for ~~the 2013~~ fiscal ~~year)~~2016) unless you provide specific instructions to the broker as to how to vote. As a result, we encourage you to communicate your voting decisions to your broker before the date of the Annual Meeting to ensure that your vote will be counted.

“FOR” the election of all director nominees;

“FOR” the ratification of KPMG LLP as our independent registered public accountants for the fiscal year ending ~~September 29, 2013; and~~

October 2, 2016;

“FOR,” on an advisory basis, approval of the compensation awarded to our named executive officers for the fiscal year ended September ~~30, 2012,~~27, 2015, as set forth in this Proxy ~~Statement.~~

Statement; and

“FOR” approval of the Performance Incentive Plan.

We are not ~~expect that~~aware of any other matters ~~other than~~to come before the ~~election of directors and the other proposals described in this Proxy Statement will be~~Annual Meeting. If any matter not mentioned herein is properly brought before the Annual ~~Meeting. The~~Meeting, the persons ~~appointed as~~named in the

enclosed proxy will have discretionary authority to vote all proxies ~~will vote~~with respect thereto and in accordance with their ~~discretion on any other matters that may properly come before the Annual Meeting or any postponements or adjournments thereof, including any vote to postpone or adjourn the Annual Meeting.~~best judgment.

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different

accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “FOR,” “AGAINST,” abstentions and broker non-votes. A “broker non-vote” occurs when your broker submits a proxy card for your shares of Common Stock held in ~~street~~Street name, but does not vote on a particular proposal because the broker has not received voting instructions from you and does not have the authority to vote on that matter without instructions. Under the rules that govern brokers who are voting shares held in ~~street~~Street name, brokers have the discretion to vote those shares on routine matters but not on non-routine matters.

For purposes of these rules, the only routine matter in this Proxy Statement is the

ratification of the appointment of our independent registered public accountants. ~~Non-routine matters in this Proxy Statement are the election of directors and the advisory vote on the compensation of our named executive officers.~~ Therefore, if you hold your shares in ~~street~~Street name and do not provide voting instructions to your broker, your broker does not have discretion to vote your shares on any of the proposals at the Annual Meeting ~~other than~~except the ratification of the independent registered public accountants. However, your shares will be considered present at the Annual Meeting for purposes of determining the existence of a quorum, as provided below.

~~Proposal One — Election of Directors~~

In the election of directors, you may vote FOR, AGAINST or ABSTAIN. The Company’s Bylaws require that in an election such as this where the number of director nominees does not exceed the number of directors to be elected, each director will be elected by the vote of the majority of the votes cast (in person or by proxy) with respect to the director. A “majority of votes cast” means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director. For purposes of determining the votes cast, only those votes cast “FOR” or “AGAINST” are included. Neither a vote to “ABSTAIN” nor a broker non-vote will count as a vote cast “FOR” or “AGAINST” a director nominee and, as a result, will have no direct effect on the outcome of the election of directors. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve, but will tender his or her resignation to the Board. The Nominating and Governance Committee will take action to determine whether to accept or reject the director’s resignation, or whether other action is appropriate, and will make a recommendation to the Board. Within ninety (90) days following the date of the certification of the election results, the Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale for such decision.

~~Proposal Two — Ratification of the Appointment of Independent Registered Public Accountants~~

The proposal to ratify the appointment of KPMG LLP requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” this proposal. Brokers have discretionary authority to vote uninstructed shares on this proposal. Abstentions will be counted for the purpose of determining whether a quorum is present.

~~Proposal Three — Advisory Vote on Executive Compensation~~

The proposal to approve, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended September 30, 2012, requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will not count as a vote cast “FOR” or “AGAINST” the proposal, and will not be included in calculating the number of votes necessary for approval of this proposal. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

A quorum of stockholders is necessary to hold a valid annual meeting. A quorum will be present if the holders of at least a majority of the total number of shares of Common Stock entitled to vote are present, in person or by proxy, at the Annual Meeting. Abstentions and shares represented by

broker non-votes are counted for the purpose of determining whether a quorum is present. If there are insufficient votes to constitute a quorum at the time of the Annual Meeting, we may adjourn the Annual Meeting to solicit additional proxies.


								QUESTIONS AND ANSWERS

If you are a stockholder of record, you can vote in the following ways:

•

By Internet: by following the Internet voting instructions included in the proxy card at any time up until 8:11:59 p.m., ~~Pacific Standard~~Eastern Time, on February ~~14, 2013.~~

11, 2016.

•

By Telephone: by following the telephone voting instructions included in the proxy card at any time up until 8:11:59 p.m., ~~Pacific Standard~~Eastern Time, on February ~~14, 2013.~~

11, 2016.

•

By Mail: if you have received a printed copy of the proxy materials from us by mail, you may vote by mail by marking, dating, and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting.

•

In Person: if you satisfy the admission requirements to the Annual Meeting, as described in the Notice, you may vote your shares in person at the meeting. Even if you plan to

attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.

If you are a beneficial owner, you can vote in the following way:

If your shares are held in ~~street~~Street name or through a benefit or compensation plan, your broker or your plan trustee should give you instructions for voting your shares. In these cases, you may vote by Internet, telephone or mail, as instructed by your broker, trustee, or other agent. Shares beneficially held through a benefit or compensation plan cannot be voted in person at the Annual Meeting. You may vote your shares beneficially held through your broker in person if you satisfy the admission requirements to the Annual Meeting, as described in the Notice, and you obtain a valid proxy from your broker giving you the legal right to vote the shares at the Annual Meeting.

If you are a stockholder of record, you may change your vote or revoke your proxy by:

filing a written statement to that effect with our Corporate Secretary before the taking of the vote at the Annual Meeting;

voting again via the Internet or telephone but before the closing of those voting facilities at 8:11:59 p.m. ~~Pacific Standard~~Eastern Time on February ~~14, 2013;~~

11, 2016;

attending the Annual Meeting, revoking your proxy and voting in person (attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy); or

timely submitting a properly signed proxy card with a later date that is received at or prior to the Annual Meeting.

The written statement or subsequent proxy should be delivered to Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123, Attention: Corporate Secretary, or hand delivered to the Corporate Secretary before the taking of the vote at the Annual Meeting.

If you are a beneficial owner and hold shares through a broker, bank, or other financial institution, you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also change your vote or revoke your voting instructions in person at the Annual Meeting if you obtain a signed proxy from the broker, bank, or other nominee giving you the right to vote the shares.

The Company will pay the cost of preparing, printing, and mailing the Notice and the proxy materials. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding shares of Common Stock beneficially owned by others, to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to the beneficial owners. If you choose to access proxy materials or vote over the Internet or by telephone, you are responsible for Internet or

telephone charges. We have engaged Innisfree M&A ~~Inc.~~Incorporated (“Innisfree”), a proxy-solicitation firm, to provide advice to the Company with respect to the ~~2013~~2016 Annual Meeting of Stockholders and to assist us in the solicitation of proxies, for which the Company will pay a fee of $15,000 plus reimbursement of certain out-of-pocket expenses. In addition to solicitation by mail, proxies may be solicited personally, by telephone, or by Innisfree. They may also be solicited by directors, officers, or employees of the Company, who will receive no additional compensation for such activities.

Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting. After the Form 8-K is filed, you may obtain a

a copy by visiting the SEC’s website atwww.sec.gov, visiting our website or contacting our Investor Relations Department by writing to Investor Relations Department, Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123, or by sending an email toInvestor.relations@jackinthebox.com.

A copy of this Proxy Statement and the Company’s Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended September 27, 2015, are available free of charge on our website. These filings and all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K may be found atwww.jackinthebox.com/investors. The Form 10-K, excluding exhibits, may also be obtained by stockholders without charge by written request sent to Investor Relations Department, Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123.

As permitted by SEC rules, if your stock is held by a brokerage firm or bank, a single copy of this proxy statement may be delivered to an address shared by two or more stockholders. If you prefer to receive separate copies of a Proxy Statement and/or Annual Report either now or in the future, please contact your brokerage or bank. The voting instruction sent to a Street-name stockholder should provide information on how to request (i) householding of future Company materials or (ii) separate materials if only one set of documents is being sent to a household.

IMPORTANT NOTE: If you plan to attend the Annual Meeting, you must follow these instructions to gain admission.

All attendees will need to present proof of ownership of Jack in the Box Inc. Common Stock and a valid pictureidentification, such as a driver’s license or passport. If you do not have both proof of ownership of Jack in the Box Inc. stock and a valid picture identification, you may be denied admission to the Annual Meeting.

Beneficial owners:If you are a beneficial owner, you will need to bring the notice or voting instruction form you received from your bank, broker or other nominee to be admitted to the meeting. You also may bring your bank or brokerage account statement reflecting your ownership of Common Stock as of December 15, 2015.

Attendance at the meeting is limited to stockholders as of the Record Date (December 15, 2015) or their authorized named representatives. Cameras, sound or video recording devices, and large bags or packages will not be allowed in the meeting room.


								QUESTIONS AND ANSWERS

The Board is committed to continuing to engage with stockholders and encourages an open dialogue about compensation, governance and other matters. We value your input, your investment and your support. The Board has established a process to facilitate communication by stockholders with Directors.

Stockholders or others who wish to communicate any concern of any nature to the Board of Directors, any Committee of the Board, or any individual director or group of directors, may write to a director or directors in care of the Office of the Corporate Secretary, Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123, or telephone 888-613-5225. Your letter should indicate whether or not you are a stockholder of the Company.

Comments or questions regarding our accounting, internal controls or auditing matters will be referred to members of our

Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Governance Committee. For all other matters, our Corporate Secretary will, depending on the subject matter:

forward the communication to the director or directors to whom it is addressed;

forward the communication to the appropriate management personnel;

attempt to handle the inquiry directly, for example where it is a request for information about our Company, or it is a stock-related matter; or

not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

A proposal for action to be presented by any stockholder at the 2017 Annual Meeting of Stockholders will be acted upon only:

If a proposal is to be included in the proxy statement, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the proposal is received by the Corporate Secretary no later than 120 calendar days prior to the anniversary of this year’s mailing date, so no later than 5:00 p.m. Pacific Time, onSeptember 13, 2016.

If the proposal is not to be included in the proxy statement, the proposal is delivered to the Corporate Secretary not less than 120 days and not more than 150 days prior to the first anniversary of the date of the previous year’s Annual Meeting, or not later than October 15, 2016, and not earlier than September 15, 2016; in addition such proposal is, under

Delaware General Corporation Law, an appropriate subject for stockholder action; and must also comply with the procedures and requirements set forth in as well as the applicable requirements of our Bylaws.

In addition, the stockholder proponent, or a representative who is qualified under state law, must appear in person at the 2017 Annual Meeting of Stockholders to present such proposal.

All proposals must be in writing and should be sent to Jack in the Box Inc., to the attention of Phillip H. Rudolph, Corporate Secretary, at 9330 Balboa Avenue, San Diego, CA 92123.

A copy of the Bylaws may be obtained by written request to the Corporate Secretary at the same address. The Bylaws are also available at www.jackinthebox.com/investors/corporategovernance.

All of the directors of the Company are elected annually and serve until the next Annual Meeting and until their respective successors are elected and qualified. The current nominees ~~(each of whom are currently serving as directors of the Company)~~ for election as directors (each of whom is currently serving as a Director of the Company) are set forth below. All of the nominees have indicated their willingness to serve, and

have consented to be named in ~~this~~the Proxy Statement. If any should be unable or unwilling to stand for election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated in the proxy.


								PROPOSAL ONE — ELECTION OF DIRECTORS

~~Mr. Goebel~~

Director ~~Since December 2008~~

~~Mr. Goebel~~has been a director of the Company since December 2008, and currently serves as Lead Director. He is a partner and Faculty Member for Merryck & Co. Limited, a worldwide business mentoring firm that offers services for chief executive officers by chief executive officers. He has held that position since May 2008. In 2008, Mr. Goebel became the founding principal and President of Santoku, Inc., a private company that operates sandwich shops under the name Goodcents Deli Fresh Subs (“Goodcents”), and that provides cafeteria and vending services in the Kansas City area under the name Y-Leave Cafe. Mr. Goebel isnominees also a consultant to Mr. Goodcents Franchise Systems, Inc., the franchisor of Goodcents, serving as its acting President and CEO since July 2010. Mr. Goebel has more than 39 years of experience in the retail, food service, and hospitality industries. From August 2006 until November 2007, he served as President and Chief Executive Officer of Applebee’s International, Inc., which at that time operated nearly 2,000 restaurants in the United States and internationally. Mr. Goebel joined Applebee’s in 2001, and while there held several positions, including Senior Vice President of Franchise Operations, Executive Vice President of Operations, Chief Operating Officer, and President, prior to becoming Chief Executive Officer in 2006. From 1998 to 2000, Mr. Goebel was President of Summit Management, Inc., a consulting group specializing in executive development and strategic planning. Previously, Mr. Goebel was the Chief Operating Officer of Finest Foodservice, LLC, a Boston Chicken/Boston Market franchise that he founded and co-owned. The company was responsible for developing 80 restaurants within a seven-state area from 1994 until 1998.

~~Qualifications:~~

~~Mr. Goebel’s qualifications to~~ serve on our Board include his business, operational, management, and leadership development experience in the retail, food service, and hospitality industries, and as an executive consultant, including experience in restaurant operations, restaurant and concept development, supply chain management, franchising, executive development, risk assessment, risk management, succession planning, executive compensation and strategic planning.

~~Ms. Kleiner~~

~~Director Since September 2011~~

~~Ms. Kleiner~~has been a director of the Company since September 2011. From 2001 to 2008, Ms. Kleiner was Executive Vice President, General Counsel and Corporate Secretary for Hilton Hotels Corporation, a hotel and resort company. At Hilton, Ms. Kleiner oversaw the company’s legal affairs and the ethics, privacy and government affairs functions. She was also a member of the executive committee with significant responsibility for board of directors matters. From 1999 through 2001, Ms. Kleiner served as a director of a number of Merrill Lynch mutual funds operating under the Hotchkiss and Wiley name. From 1995 to 1998, Ms. Kleiner served as senior executive vice president, chief administrative officer and general counsel of H. F. Ahmanson & Company and its subsidiary, Home Savings of America, where she was responsible for oversight of legal, human resources, legislative and government affairs and corporate communications. Previous to that, from 1977 to 1995, Ms. Kleiner was with the law firm of Gibson, Dunn & Crutcher, including as partner from 1983 to 1995, where she advised corporations and their boards primarily in the areas of mergers and acquisitions, corporate governance, securities transactions and compliance. Ms. Kleiner has served on the Board of Directors of Northrop Grumman Corporation since 2008, where she is a member of the Audit Committee.

~~Qualifications:~~

Ms. Kleiner’s qualifications to serve on our Board include her experience as general counsel for two public companies and as outside counsel to numerous public companies. She brings to our Board experience as an executive for a major franchisor in the hospitality industry, as well as expertise in corporate governance, risk management, securities laws disclosure, securities transactions, mergers and acquisitions, Sarbanes-Oxley compliance, human resources and executive compensation, government relations and crisis management.

~~Ms. Lang~~

~~Director Since November 2003~~

~~Ms. Lang~~ has been a director of the Company since November 2003. Ms. Lang has been Chairman of the Board since October 2005, and is currently the Chair of the Executive Committee. She has been Chief Executive Officer of the Company since October 2005. Ms. Lang was previously President of the Company, and also served as Chief Operating Officer, Executive Vice President, and she has held other officer-level positions with marketing or operations responsibilities. Ms. Lang has more than 24 years of experience with the Company in various marketing, finance and operations positions. Ms. Lang is a director on the board of WD-40 Company, a publicly traded company.

~~Qualifications:~~

Ms. Lang’s qualifications to serve on our Board include her business, operational, management, marketing and financial experience in the restaurant industry gained during her tenure with our Company, including in her current position as Chairman and Chief Executive Officer. Her knowledge of our operations, competition and competitive positioning, marketing, research and development, and personnel, along with her deep understanding of our values and culture, bring an important Company perspective to the Board. Her experience as an independent director on the board of a public company and on the boards of ~~multiple~~various civic and ~~educational organizations also brings a valuable perspective on strategy, governance, and community to the Board.~~charitable organizations.

~~Mr. Murphy~~Director Nominees

~~Director Since September 2002~~

~~Mr. Murphy~~ has been a director of the Company since September 2002, and is currently Chair of the Audit Committee. Since April 1996, Mr. Murphy has been President and Chief Executive Officer of Sharp HealthCare, a comprehensive healthcare delivery system in San Diego, which has been recognized with the Malcolm Baldrige National Quality Award, the nation’s highest Presidential honor for quality and organizational performance excellence. Prior to his appointment to President and Chief Executive Officer, Mr. Murphy served as Senior Vice President of Business Development and Legal Affairs for Sharp HealthCare. He began his career at Sharp in 1991 as Chief Financial Officer of Grossmont Hospital before moving to a system-wide role as Vice President of Financial Accounting and Reporting. Prior to this, Mr. Murphy provided certified public accounting services, including as a partner at Deloitte.

~~Qualifications:~~

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 915

~~Mr. Myers~~
PROPOSAL ONE — ELECTION OF DIRECTORS

~~Director Since December 2010~~

~~Mr. Myers~~ has been a director of the Company since December 2010. Mr. Myers has served as President and Chief Executive Officer of PETCO Animal Supplies, Inc., a holding company for PETCO Animal Supplies Stores, a large specialty pet supplies retailer in the United States, since 2004. Prior to his appointment to President and Chief Executive Officer, Mr. Myers served as Chief Financial Officer for PETCO from 1998 to 2004. He began his career at PETCO as Vice President and Controller in 1990. Previously, Mr. Myers was a Certified Public Accountant with KPMG LLP. Mr. Myers serves on the board of the Retail Industry Leaders Association, and previously served on the board of Provide Commerce, an e-commerce retailer and public company, from 2004-2006, when Provide Commerce was acquired. Mr. Myers served on the audit committee at Provide Commerce.
LOGO
David L. Goebel
Lead Director;
Director Since December 2008
Mr. Goebel has been a director of the Company since December 2008, and currently serves as Lead Director. He is a partner and Faculty Member for Merryck & Co. Ltd., a worldwide firm that provides
Qualifications:
• Mr. Goebel’s qualifications to serve on our Board include his business, operational, management, and leadership development experience in the retail, food service, and hospitality industries, and as an executive consultant, including experience in restaurant operations, restaurant and concept development, supply chain management, franchising, executive development, risk assessment, risk management, succession planning, executive compensation and strategic planning.
peer to peer mentoring services for senior business executives. He has held that position since May 2008. In 2008, Mr. Goebel became the founding principal and President of Santoku, Inc., a private company that operates sandwich shops under the name Goodcents^® Deli Fresh Subs (“Goodcents”), catering and cafeteria operations under the name Y-Leave Cafe, catering services under the name Prime Catered Events, and a fast-casual pizza concept under the name Pie Five^® Pizza Company. Mr. Goebel also served as acting President and CEO of Mr. Goodcents Franchise Systems, Inc., the franchisor of Goodcents, from 2010 until December 2014. Since September 2014, he has served on the board of directors of QuickCheck, a privately held company in the gas/convenience food category. Mr. Goebel has more than 40 years of experience in the retail, food service, and hospitality industries. From 2001 until 2007, he served in various executive positions at Applebee’s International, Inc., including as President and Chief Executive Officer in 2006-2007, during which time the company operated nearly 2,000 restaurants in the United States and internationally. Previous to that, Mr. Goebel was President of Summit Management, Inc., a consulting group specializing in executive development and strategic planning. Prior to that, Mr. Goebel was the Chief Operating Officer of Finest Foodservice, LLC, a Boston Chicken/Boston Market franchise that he founded and co-owned, which was responsible for developing 80 restaurants within a seven-state area from 1994 until 1998.

Mr. Myers’ qualifications to serve on our Board include more than 26 years of financial and retail operations experience, including 10 years as a CPA and public company auditor with KPMG LLP and 18 years with PETCO, a national specialty retail chain with more than 1,100 stores in 50 states. Mr. Myers brings to the Board his prior experience with serving on a public company board and audit committee, as well as experience with marketing and consumer brands, human resources and compensation, mergers and acquisitions, capital markets, financial reporting, financial oversight, and the financial and strategic issues facing public and private companies.

~~Mr. Tehle~~

1016JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT

~~Ms. Webb~~
PROPOSAL ONE — ELECTION OF DIRECTORS

~~Director Since July 2008~~

~~Ms. Webb~~ has been a director of the Company since July 2008, and is currently Chair of the Nominating and Governance Committee. Ms. Webb has been Managing Director for Tennenbaum Capital Partners, LLC, an alternative private investment management firm, since January 2010 and an officer of TCP Capital Corp., a publicly traded company, since April 2012. Prior to joining Tennenbaum Capital Partners, Ms. Webb served from April 2008 to January 2010 as Chief Communications and Investor Relations Officer and Senior Advisor for Ticketmaster Entertainment, Inc. Ms. Webb served from 1988 to 2008 with The Walt Disney Company, most recently as Executive Director and Chief Executive for The Walt Disney Company Foundation. She also served as Disney’s Senior Vice President of Investor Relations and Shareholder Services and oversaw the company’s global strategic financial communications and governance outreach. Her previous roles also included investment banking positions with PaineWebber Inc. and Lehman Brothers.

~~Qualifications:~~
LOGO
Madeleine A. Kleiner
Director Since September 2011
Ms. Kleiner has been a director of the Company since September 2011 and is currently Chair of the Nominating and Governance Committee. From 2001 to 2008, Ms. Kleiner was Executive Vice President, General Counsel and Corporate
Qualifications:
• Ms. Kleiner’s qualifications to serve on our Board include her experience as general counsel for two public companies, as outside counsel to numerous public companies and her past and current experience on public company boards. She brings to our Board experience as an executive for a major franchisor in the hospitality industry, as well as expertise in corporate governance, risk management, securities laws disclosure, securities transactions, mergers and acquisitions, Sarbanes-Oxley compliance, human resources and executive compensation, government relations and crisis management.
Secretary for Hilton Hotels Corporation, a hotel and resort company. At Hilton, Ms. Kleiner oversaw the company’s legal affairs and the ethics, privacy and government affairs functions. She was also a member of the executive committee with significant responsibility for board of directors matters. From 1999 through 2001, Ms. Kleiner served as a director of a number of Merrill Lynch mutual funds operating under the Hotchkiss and Wiley name. From 1995 to 1998, Ms. Kleiner served as Senior Executive Vice President, Chief Administrative Officer and General Counsel of H. F. Ahmanson & Company and its subsidiary, Home Savings of America, where she was responsible for oversight of legal, human resources, legislative and government affairs and corporate communications. Previous to that, from 1977 to 1995, Ms. Kleiner was with the law firm of Gibson, Dunn & Crutcher, including as partner from 1983 to 1995, where she advised corporations and their boards primarily in the areas of mergers and acquisitions, corporate governance, securities transactions and compliance. Ms. Kleiner has served on the board of directors of Northrop Grumman Corporation since 2008, where she is a member of the audit committee.

Ms. Webb’s qualifications to serve on our Board include her experience in senior management at global consumer branded public companies in the entertainment, media, retail, consumer products, hospitality, leisure, and Internet industries and her experience in the global financial services industry, including expertise in finance, investor relations, communications, media and public relations, treasury, corporate governance, corporate social responsibility, strategic planning, mergers and acquisitions, investment banking and capital markets. Ms. Webb brings valuable strategic and financial market insight and governance acumen to the Board.

~~Mr. Wyatt~~

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 1117


PROPOSAL ONE — ELECTION OF DIRECTORS

18 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								PROPOSAL ONE — ELECTION OF DIRECTORS

JACK IN THE BOX INC.ï 2016 PROXY STATEMENT19


CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

We operate within a comprehensive corporate governance structure that includes the highest standards of professional and personal conduct. Our Corporate Governance Principles and Practices, our ethics Code of Conduct, the charters for our Audit, ~~Committee,~~ Compensation, ~~Committee,~~ Finance, ~~Committee~~ and Nominating and Governance ~~Committee~~Committees, and other corporate governance information, are available at

www.jackinthebox.com/investors/~~investors/~~corporategovernance. These materials are also available in print to any stockholder upon written request to the Company’s Corporate Secretary, Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123. The information on our website is not a part of this Proxy Statement and is not incorporated into any of our filings made with the Securities and Exchange Commission.

Directors’ Independence

The Board has analyzed the independence of each director. It has determined that Messrs. Goebel, Murphy, Myers, Tehle and Wyatt and Ms. Kleiner and Ms. Webb (consisting of all of our non-employee directors) are independent directors under the NASDAQ Listing Rules, as well as the additional Director Independence Guidelines adopted by the Board. As part of its analysis, the Board determined that none of these directors have a material relationship with the Company. Ms. Lang was determined not to be independent because she is our Chief Executive Officer. The Board determined that Mr. Murray Hutchison, who retired from the Board effective at the 2012 Annual Meeting, was an independent director during his Board service in fiscal 2012.

The Jack in the Box Inc. Director Independence Guidelines provide that a director shall not be independent if he or she is: (a) 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 one percent of the consolidated gross revenues of such company for that fiscal year; (b) 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 one percent of the consolidated assets of either our Company or such other company; or (c) 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 one percent of the organization’s latest publicly available national annual charitable receipts.

The Board has analyzed the independence of each Director. It has determined that all but Mr. Comma are independent directors under the NASDAQ Listing Rules, as well as the additional Director Independence Guidelines adopted by the Board. As part of its analysis, the Board determined that none of these Directors have a material relationship with the Company. Mr. Comma is our current Chief Executive Officer and an employee, and therefore he is not considered “independent” as that term is defined by the relevant listing rules and governance guidelines.

Board Meetings, Annual Meeting of Stockholders, and Attendance

~~The Board held six meetings in~~In fiscal ~~2012. We expect~~2015, each director to attend each meeting of the Board and of the committees on which he or she serves. We also expect them to attend the Annual Meeting of Stockholders. During the time each director served on the Board in fiscal 2012, each

director attended more than 75% of the meetings of the Board and of the committees on which he or she served. The Board held five meetings in fiscal 2015.

All of the ~~then-sitting~~ directors standing for election in 2016 attended the ~~2012~~2015 Annual ~~Meeting. We~~Meeting, and we currently expect all of our directors standing for election to be present at the ~~2013~~2016 Annual Meeting.

Determination of Current Board Leadership Structure

The Nominating and Governance Committee’s Charter provides that the Committee will annually assess the leadership structure of the Board and recommend a structure to the Board for approval. In ~~September 2012,~~July 2015, the Board of Directors, with the counsel of the Nominating and Governance Committee, conducted ~~that~~this assessment, including assessing whether (i) ~~our~~the roles of Chief Executive Officer (“CEO”)~~, Ms. Lang,~~ and Chairman of the Board should continue to ~~serve as Chairman of the Board~~be combined, and (ii) the Board should continue to have an independent Lead Director. ~~The~~Based on the recommendation of the Nominating and Governance Committee, ~~recommended to~~ the Board ~~and the Board approved,~~believes that ~~the current structure of combining the positions of Chairman and~~ continuing with a combined Chairman/CEO ~~and appointing a Lead Director~~ is ~~effective and appropriate for the Company at this time.~~

~~The Board determined that combining the positions of Chairman and CEO continues to be~~ in the best interests of the ~~Company.~~ Company and its shareholders.

The Board determined that having one individual serve in both roles provides for clear leadership, accountability, and alignment on corporate strategy. The Board believes that combining the roles of Chairman and CEO puts ~~Ms. Lang~~Mr. Comma in the best position to use ~~her~~his in-depth knowledge of our industry, our business and its challenges, and our stakeholders, including our stockholders, employees, franchisees and ~~franchisees,~~guests, to provide the Board with the information and leadership needed to set agendas and direction for the Company. The Board does not believe that having an independent Chairman would make the Board’s risk oversight processes more effective. The Board noted that, ~~the~~during Mr. Comma’s tenure as Chairman and CEO, ~~has provided~~and Mr. Goebel’s service as Lead Director, the Board ~~with~~has received timely and relevant information regarding the Company’s business.

1220JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT


								CORPORATE GOVERNANCE

In reaching its ~~recommendation,~~conclusion, the Board also ~~considered:~~

~~The Company’s long standing~~considered the longstanding policies and practices at Jack in the Box Inc. for strong, independent oversight, including:

a Board with a high degree of independence, including only one non-independent member;

Board Committees (other than the Executive Committee) that are composed entirely of independent directors;

Board Committee Chairs who review and approve agendas before Committee meetings;

an annual evaluation of the performance of the Chairman and Chief Executive Officer by the Compensation Committee, which evaluation is then discussed with the independent directors of the Board in executive session;

regular executive sessions ~~attended only by independent directors~~ held by the Board and key Board ~~Committees;~~

Committees, attended only by independent directors;

the ability of the independent directors to call meetings of the Board and recommend agenda topics to be considered by the Board; ~~and~~

ana strong, independent Lead Director ~~with~~who has oversight responsibility for executive sessions and information flow to the ~~Board; and~~

~~the impact that changing the current Board leadership structure would have on the Company.~~

Board.

Based on these factors, the Board has concluded that retaining the current Board leadership structure provides valuable stability and effective leadership.

Lead Director

The independent directors have appointed aMr. Goebel to serve as Lead ~~Director from among the independent directors serving on the Board.~~Director. Our Corporate Governance Principles and Practices provide for the Lead Director to fulfill the following functions:

set agendas for the executive sessions of the Board;

serve on the Executive Committee;

preside at the executive sessions of the independent ~~directors;~~directors held following each scheduled board meeting;

act as ~~the main~~a key communication channel between the Board and the CEO; ~~and~~

~~determine~~

lead the Board in determining the format and adequacy of information ~~flow~~the directors receive;

provide the Chairman with input on agendas for Board meetings and the schedule of meetings in order to ~~the Board.~~assure sufficient time for discussion of all agenda items;

call meetings of independent directors; and

if requested by major stockholders, ensure that he or she is available for consultation and direct communication.

The Lead Director may perform other functions as the Board may ~~direct, including advising management on the agenda for Board meetings. Mr. Goebel currently serves as Lead Director.~~direct.

The Board’s Role in Succession Planning

The ~~Board’s goal is~~Board expects Management to have an ongoing program for effective senior leadership development and succession. As reflected in our Corporate Governance Principles and Practices, the Board’s practice is to have the CEO review annually with the full Board the abilities of the key senior managers and their likely successors. The Board also considers management succession issues when meeting in executive ~~session.~~session at each Board meeting. Additionally, the Board oversees ~~long range~~long-range plans for

management development and retention, ~~and~~as well as executive succession, including CEO succession.

At times, the Board will delegate to the Compensation Committee responsibility to review and advise on succession planning, in which case the Board expects the Committee to review such plans with ~~management~~Management and the Board and to make recommendations to the Board with respect thereto.

~~Board~~The Board’s Role in Risk Oversight

Management is responsible for the Company’s day-to-day risk management. The Board’s role is to provide oversight of the processes designed to identify, assess and monitor key risks and risk mitigation activities. The Board fulfills its risk oversight responsibilities through (i) quarterly reports from the Vice President of Internal Audit (VP, Internal Audit) to the Audit Committee relating to risk management and oversight;

(ii) annual enterprise risk management discussions by the full Board with the VP, Internal Audit and Company leadership; (iii) receiving reports directly from managers responsible for the management of particular business ~~risks,~~risks; and ~~(ii)~~(iv) reports by each Committee Chair regarding the Committee’s oversight of specific risk topics.

JACK IN THE BOX INC.ï 2016 PROXY STATEMENT21


CORPORATE GOVERNANCE

The Board has delegated oversight of specific risk areas to Committees of the Board. For example, the Audit Committee discusses with ~~management~~Management the Company’s major risk exposures and the steps ~~management~~Management has taken to monitor

and mitigate those exposures, including the processes for enterprise risk assessment and risk management. As another example, the Compensation Committee discusses with ~~management and~~ its independent consultant, Management and the Compensation Risk Committee the risks arising in connection with the design

of the Company’s compensation programs and succession planning. The risk oversight responsibility of each Board Committee is described in its committee charter available atwww.jackinthebox.com/investors/corporategovernance.

A more detailed discussion of the Compensation Committee’s oversight of compensation risk is found in the Section “Risk Analysis of Compensation Programs” ~~on page 44.~~contained later in this proxy.

~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~13

Executive Sessions

Our independent, non-employee ~~directors~~Directors meet in executive session without ~~management~~Management present at each regularly scheduled meeting of the Board. Mr. Goebel is currently designated by the Board to act as the Lead Director for such executive sessions.

~~executive sessions.~~ The Audit Committee also holds executive sessions at each regularly scheduled meeting, and the other ~~committees~~Committees of the Board meet in executive session as they deem appropriate.

Committees of the Board

The Board of Directors has five standing committees: Audit, Compensation, Nominating and Governance, Finance, and Executive. The Board considers new committee and chair assignments, and the designation of a Lead Director, effective each February. Effective February 2015, the Board of Directors approved the Board Committee assignments for the year and re-designated David Goebel as the Lead Director. The committee makeup is provided in the table on page 5 of the Proxy Summary.

The authority and responsibility of each ~~committee~~Committee is summarized below. A more detailed description of the functions of the Audit, Compensation, Nominating and Governance, and Finance Committees is included in each ~~committee~~Committee charter available atwww.jackinthebox.com/investors/corporategovernance.

Committee Member Independence. The Board has determined that each member of the Audit, Compensation, Nominating and Governance, and Finance Committees is an independent director for purposes of the NASDAQ Listing Rules as well as under the additional Director Independence Guidelines adopted by the Board. In addition, the members of the Audit Committee are all independent as required under Rule 10A-3(b)(1)(ii) under the Securities Exchange Act of 1934, and the members of the Compensation Committee meet the definitions of (i) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, ~~and~~ (ii) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“IRC”)., and (iii) the requirements of Rule 10C-1 under the Securities Exchange Act of 1934.

Audit Committee. As more fully described in its charter, the Audit Committee assists the Board of Directors with 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;

the performance of the Company’s internal auditors; and

the Company’s processes for identifying, evaluating, and addressing major financial, legal, regulatory compliance, and enterprise risks.

The Audit Committee has sole authority to select, evaluate, and, when appropriate, replace the Company’s independent registered public accountants. The Audit Committee has appointed KPMG LLP (“KPMG”) as its independent registered public accountants for fiscal ~~2013~~2016 and is asking the stockholders to ratify this appointment in Proposal 2. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider the ~~selection.~~selection to determine, in its discretion, whether to retain KPMG or to select a different registered public accountant. Even if the selection

is ratified, the Audit Committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year.

The Audit Committee meets at least each quarter with KPMG, the Company’s ~~Division Vice President of~~VP, Internal Audit, and ~~management~~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 (“SEC”).~~Commission. The Audit Committee also meets at least each quarter in private sessions with KPMG, ~~management~~Management, and the ~~Division Vice President of~~VP, Internal Audit. The Audit Committee also oversees the Company’s Business Ethics Program, which includes receiving a quarterly report from the Ethics Officer. The Board of Directors has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by SEC rules.

22 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								CORPORATE GOVERNANCE

Additional information regarding the Audit Committee is set forth in the ~~Report~~“Report of the Audit ~~Committee~~Committee” on page ~~21.~~ 29.

The Audit Committee held ~~five~~four meetings in fiscal ~~2012.~~2015.

Compensation Committee. As more fully described in its charter, the Compensation Committee assists the Board in discharging the Board’s responsibilities relating to ~~director~~Director and executive officer compensation, and it oversees the performance evaluation of ~~management.~~Management. The Compensation Committee reviews and approves the Company’s compensation philosophy, ~~each of the compensation components, equity and benefit plans,~~ and the compensation of executive officers, including ~~performance~~short- and long-term goals, and ~~objectives for performance-based executive compensation.~~metric and compensation components (e.g., cash, equity and other forms of compensation). The Compensation Committee discusses with ~~management~~Management and reports to the Board ~~major risk exposures and the monitoring and mitigation activities undertaken by management in connection~~any significant risks associated with the design and administration of the Company’s compensation programs and succession ~~planning.~~planning, and actions taken by Management to mitigate such risks. The Committee has approved the disclosures in the Company’s ~~Compensation~~“Compensation Discussion and ~~Analysis~~Analysis” that begins on page 2637 of this Proxy Statement. The Compensation Committee held ~~seven~~six meetings in fiscal ~~2012.~~2015.

Executive Committee. The Executive Committee is authorized to exercise all 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 ~~2012.~~

2015.

14~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~

Finance Committee. As more fully described in its charter, the Finance Committee assists the Board in advising and consulting with ~~management~~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, investment performance oversight for the Company’s retirement plans, the budget process, and the financial implications of major acquisitions and divestitures. The Finance Committee discusses with ~~management~~Management and reports to the Board major risk exposures and the monitoring and

mitigation activities undertaken by ~~management~~Management in connection with the matters overseen by the Committee, including proposed major transactions, capital structure, investment portfolio including employee benefit plan investments, financing arrangements, and share repurchase programs. The Finance Committee held ~~five~~four meetings in fiscal ~~2012.~~2015.

Nominating and Governance Committee. As more fully described in its charter, the Nominating and Governance Committee duties include assessing the makeup and diversity of the Board, identifying and recommending qualified candidates to be nominated for election as directors at the ~~annual meeting~~Annual Meeting or to be appointed by the Board to fill an existing or newly created vacancy on the Board; recommending members of the Board to serve on each Board committee; and annually reviewing and recommending the leadership structure of the Board. The Nominating and Governance Committee discusses with ~~management~~Management and reports to the Board major risk exposures in connection with matters overseen by the Committee. Its activities include:

evaluating director candidates for nomination;

evaluating the appropriate Board size;

reviewing and recommending corporate governance guidelines to the Board;

providing oversight with respect to the annual evaluation of Board, ~~committee~~Committee and individual director performance;

overseeing the ~~Corporation’s~~Company’s political and charitable contributions;

assisting the Board in its oversight of the ~~Corporation’s~~Company’s insider trading compliance program; and

recommending director education.

All nominees for election as ~~Directors~~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 held ~~six~~four meetings in fiscal ~~2012.~~2015.

Board Composition and Refreshment

Policy Regarding Consideration of Director Candidates ~~for Director.~~and Makeup and Diversity of the Board. The Nominating and Governance Committee has the responsibility to identify, screen, and recommend qualified candidates to the Board for nomination as directors. In evaluating director candidates, the Nominating and Governance Committee considers the qualifications listed in the Jack in the Box Inc. Corporate Governance Principles and Practices, which are available atwww.jackinthebox.com/investors/corporategovernance.

The following are some of the factors considered by the Nominating and Governance Committee in evaluating director candidates:

the appropriate size of the Board;

the needs of the Company with respect to particular skills, background, and experience;

the skills, background and experience of the nominee in light of the skills, background and experience already possessed by members of the Board, including whether those qualities add to a diversity of experiences, backgrounds, individuals, viewpoints and perspectives on the Board;

JACK IN THE BOX INC.ï 2016 PROXY STATEMENT23


CORPORATE GOVERNANCE

character and integrity;

independence from Management;

potential conflicts of interest;

experience as a leader of an organization;

experience with accounting rules and practice;

experience with executive compensation;

applicable regulatory and listing requirements;

effective interpersonal and communications skills; and

the desire to balance the considerable benefits of continuity with the periodic injection of the 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.

Retirement Policy. The Board has adopted a retirement policy under which directors may not stand for election or be appointed after age 73. The Board does not believe it should establish term limits which could disadvantage the Company by forcing out directors whose tenure and experience continue to add value to the workings of the Board.

Board Tenure Review Policy. Beginning in fiscal 2016, the Company adopted a tenure review policy pursuant to which any director who has served more than 12 years on the Board shall submit his or her voluntary offer to resign to the Committee. The Committee will undertake a thorough review of the director’s continued effectiveness and appropriateness for service, and recommend to the full Board that it either accept or reject the offer of resignation; in the latter event, the long-tenured director may continue to serve on the Board and must re-submit his or her resignation offer every three years for subsequent review.

Stockholder Recommendations and Board Nominations

In order to be evaluated pursuant to 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 first anniversary of the date of the previous 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

Any recommendation submitted by a stockholder to the Nominating and Governance Committee must include the same information concerning the potential candidate and the recommending stockholder as would be required under Article III, Section 3.16 of the Jack in the Box Inc. Bylaws if the stockholder wished to nominate the candidate directly. In evaluating director candidates, the Nominating and Governance Committee considers the qualifications listed in the Jack in the Box Inc. Corporate Governance Principles and Practices, which are available at~~www.jackinthebox.com/investors/corporategovernance. The following are some of the factors considered by the Nominating and Governance Committee in evaluating director candidates:~~

~~the appropriate size of the Board;~~

~~the needs of the Company with respect to particular skills, background, and experience;~~

~~independence from management and potential conflicts of interest;~~

~~experience with accounting rules and practice;~~

~~experience with executive compensation;~~

~~applicable regulatory and listing requirements;~~

~~the benefits of constructive working relationships among directors; and~~

~~the desire to balance the considerable benefits of continuity with the periodic injection of the 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 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 Nominating and Governance Committee~~The Company generally retains a search firm to assist it in identifying and screening candidates, and in conducting reference checks. The Committee applies the

~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~15

same standards in evaluating candidates submitted by stockholders as it does in evaluating candidates submitted by other sources.

A candidate nominated by a stockholder for election at an Annual Meeting of Stockholders will not be eligible for election unless the stockholder proposing the nominee has provided timely notice of the nomination in accordance with the deadlines (at least 120 days and no more than 150 days prior to the first anniversary of the date of the previous year’s Annual Meeting of Stockholders) and other requirements set forth in the Company’s Bylaws.

Article III, Section 3.16 of the Company’s Bylaws provides that, in order to be eligible for election as a ~~Director,~~director, a candidate must deliver to the Corporate Secretary statements indicating whether the candidate:

~~(a)~~

~~is a party to any voting commitment that has not been disclosed to the Company;~~

~~(b)~~

~~is a party to any voting commitment that could limit the nominee’s ability to carry out a director’s fiduciary duties;~~

is a party to any voting commitment that has not been disclosed to the Company;

~~(c)~~

~~is a party to any arrangements for compensation, reimbursement, or indemnification in connection with service as a director and has committed not to become a party to any such arrangement;~~

is a party to any voting commitment that could limit the nominee’s ability to carry out a director’s fiduciary duties;

~~(d)~~

~~will comply with the Company’s publicly disclosed policies and guidelines.~~

is a party to any arrangements for compensation, reimbursement, or indemnification in connection with service as a director and has committed not to become a party to any such arrangement;

will comply with the Company’s publicly disclosed policies and guidelines.

The foregoing is a summary of provisions of the Company’s Bylaws, and is qualified by reference to the actual provisions of Article III, Section 3.16.

~~Committee Assignments~~24 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT

Effective February 2012, the Board of Directors approved the following Board Committee assignments and designated David Goebel as the Lead Director. The Board of Directors considers new assignments and the designation of a new Lead Director effective each February:

~~Directors~~

~~Audit~~
~~Committee~~

~~Compensation~~
~~Committee~~

~~Nominating &~~
~~Governance~~
~~Committee~~

~~Finance~~
~~Committee~~

~~Executive~~
~~Committee~~

~~Lead~~
~~Director~~

~~David L. Goebel~~

CORPORATE GOVERNANCE

Madeleine A. Kleiner*

~~Linda A. Lang~~

~~Chair~~

Michael W. Murphy**

~~Chair~~

~~James M. Myers~~

~~David M. Tehle~~

~~Chair~~

Winifred M. Webb***

~~Chair~~

John T. Wyatt****

~~Chair~~

*	~~Ms. Kleiner became a member of the Compensation Committee effective February 2012.~~

**	~~Mr. Murphy became Chairman of the Audit Committee effective February 2012.~~

~~***~~

~~Ms. Webb became a member of the Audit Committee, and ceased service on the Finance Committee, effective February 2012.~~

~~****~~

~~Mr. Wyatt became Chairman of the Compensation Committee effective February 2012.~~

Code of Conduct

Jack in the Box Inc. is committed to establishing and maintaining an effective ethics and compliance program that is intended to increase the likelihood of preventing, detecting, and correcting ethical lapses and violations of law or Company policy. In 1998, the Company adopted a Code of Conduct (the “Code”) which ~~is applicable~~applies to all officers, and employees, as well as to our Board of Directors. The Company also provides our franchisees and significant vendors with our Code and with procedures for communicating any ethics or compliance concerns to the Company. ~~This~~The Code is revised from time to time, most recently with non-substantive updates in ~~2011.~~May 2014.

The Code is available on the Company’s website atwww.jackinthebox.com/investors/corporategovernance. We will disclose amendments to, or waivers of our Code that are required to be disclosed under the securities rules, by posting such information on the Company’s website,~~www.jackinthebox.com~~www.jackintheboxinc.com. Any waiver of our Code for directors or executive officers must be approved by the Board of Directors. The Company ~~has~~did not ~~made~~grant any such waivers in fiscal 2015 and does not anticipate ~~making~~granting any such ~~waiver.~~waiver in fiscal 2016.

16~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~

~~Corporate Governance Principles and Practices~~

The Company has adopted Corporate Governance Principles and Practices (the “Principles and Practices”) which contain general principles and practices regarding the function of the Board of Directors and the Board Committees. The Principles and Practices are reviewed regularly by the Nominating and Governance Committee and revised when appropriate. The full text of the Principles and Practices may be found at~~www.jackinthebox.com/investors/corporategovernance. The Principles and Practices address many of the items discussed above, and also include, among other things, the following items concerning the Board:~~

~~Limitation on Other Board Service.~~ The Principles and Practices set forth the Board’s policy limiting non-employee directors to simultaneous service on the Boards of 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. The approval process considers both the time commitment and potential business conflicts inherent in such service, and is administered by the Nominating and Governance Committee.

2.	~~Retirement Policy.~~ ~~The Board has adopted a retirement policy under which directors may not stand for election or be appointed after age 73.~~

3.	~~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.

~~New-Director Orientation and Continuing Education.~~ The Board works with management to schedule new-director orientation programs and continuing education programs for directors. Orientation is designed to familiarize new directors with the Company and the franchise restaurant industry as well as Company personnel, facilities, strategies and challenges. Continuing education programs may include in-house and third party presentations and programs.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is an officer, former officer, or employee of the Company. During fiscal ~~2012,~~2015, no member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation ~~S-K promulgated under the Securities~~S-K. During fiscal 2015, no

~~Act of 1933. During fiscal 2012, no~~ interlocking relationship existed between any of our executive officers or Compensation Committee members, on the one hand, and the executive officers or Compensation Committee members of any other entity, on the other hand.

~~Communications with~~Additional Corporate Governance Principles and Practices

and the Board Committees. The Nominating and Governance Committee regularly reviews the Principles and Practices and recommends revisions if and as appropriate. The full text of the Principles and Practices may be found atwww.jackinthebox.com/investors/corporategovernance. The Principles and Practices address many of the items discussed above, and also include the following items:

~~Stockholders or others who wish~~Limitation on Other Board Service. Non-employee directors may not serve on the boards of more than three other public companies. Our corporate officers are generally limited to ~~communicate any concern~~serving on no more than one outside public company board, taking into consideration the time commitment and potential business conflicts inherent in such service.

Board, Committee, and Individual Director Evaluations. The directors annually participate in a robust evaluation process focusing on an assessment of ~~any nature~~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 outcome of ~~Directors, any Committee of~~these self-evaluations.

New Director Orientation and Continuing Education. The Board works with Management to schedule new-director orientation programs and continuing education programs for directors. Orientation is designed to familiarize new directors with the ~~Board, or any individual director or group of directors, may write to a director or directors in care of~~Company and the ~~Office of the Corporate Secretary, Jack in the Box Inc. 9330 Balboa Avenue, San Diego, CA 92123, or telephone 1-888-613-5225. Your letter should indicate that you are a stockholder of the Company.~~

~~Comments or questions regarding our accounting, internal controls or auditing matters will be referred to members of our Audit Committee. Comments or questions regarding the nomination of directors~~franchise restaurant industry as well as Company personnel, facilities, strategies and ~~other~~challenges, and corporate governance ~~matters will be referred to members of the Nominating~~practices. Continuing education programs may include in-house and third-party presentations and programs.

~~Governance Committee. For all other matters, our Corporate Secretary will, depending on the subject matter:~~

~~forward the communication to the director or directors to whom it is addressed;~~

~~forward the communication to the appropriate management personnel;~~

~~attempt to handle the inquiry directly, for example where it is a request for information about our Company, or it is a stock-related matter; or~~

~~not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.~~

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 1725


DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

The Compensation Committee of the Board of Directors (the “Committee”) ~~has responsibility~~is responsible for reviewing and recommending to the Board the form and amount of compensation for our non-employee directors. The following discussion of compensation and stock ownership guidelines applies only to our non-employee directors and does not apply to ~~Ms. Lang who, as~~Mr. Comma. Mr. Comma is an employee of the Company, and is compensated as an executive officer ~~and~~who does not receive additional compensation for ~~her~~ service as a director.

The Board believes that total compensation for directors should ~~be reflective of~~reflect the work required in both (i) their ongoing oversight and governance role and (ii) their continuous focus on driving long-term performance and stockholder value. The compensation program is designed to provide pay that is competitive with directors in the Company’s Peer Group, which is described in ~~Section III.b. of~~ the Compensation Discussion & Analysis (“CD&A”) in this Proxy Statement. It consists of a combination of cash retainers and equity awards in the form of time-vested restricted stock units (“RSUs”). “Competitive” is defined as approximating the 50^th percentile of pay of Peer Group directors.

~~2012~~Director Compensation Program Review and Changes

Director compensation is reviewed by an independent compensation consultant every two to three years. InThe latest review was completed during fiscal ~~2012,~~2014. Based on the ~~Committee:~~

~~Increased~~results of this evaluation, beginning in February 2015, the annual cash retainer ~~for the Lead Director from $10,000 to $17,500 to align with market data~~was set at $65,000, and the ~~role~~stock

holding requirement was set at three times the Board service annual cash retainer. Holding requirements applicable to RSU grants were also modified during fiscal 2015, as described in the “Director Ownership and ~~responsibilities of~~Stock Holding Requirements” section on the ~~Lead Director.~~following page.

Modified the holding requirement of directors’ annual equity grants. For all new grants in fiscal 2012 and going forward, each director’s annual equity grant will be subject to a 50% holding requirement until termination of service with the Board. This revises the prior holding requirement that, if at

the time of the grant a director’s ownership of Common Stock was less than $150,000 in value, 100% of the grant would be held until termination of service from the Board; and if ownership was equal to or exceeded $150,000 in value, 50% of the grant would be held until termination of service. This change was made to provide the opportunity for directors to sell shares if needed to meet tax obligations related to vesting of grants.

Annual Compensation Program

a. Cash Retainers

Each director receives an annual cash retainer for his or her service on the Board, service on Board committees, service as chair of a Board committee, and service as Lead Director, as applicable. There are no meeting fees. Retainers are paid in a single installment on the first business day of the month following the ~~annual stockholder meeting~~Annual Stockholder Meeting each year. ~~Directors with less than one full year of service receive~~Each new director receives a prorated retainer that is paid on the first business day of the month following his or her appointment to the Board.

~~2012~~2015 RETAINERS


Annual Retainer:	$50,000
Lead Director⁽¹⁾:	$17,500
Annual Board Service:					$65,000
Lead Director:					$17,500

Committee	Committee Chair⁽²⁾	Committee Membership		Committee Chair⁽¹⁾		Committee Membership
Audit	$25,000	$	10,000	$	25,000	$	10,000
Compensation	$25,000	$	7,500	$	25,000	$	7,500
Finance	$12,500	$	5,000	$	12,500	$	5,000
Nominating & Governance	$12,500	$	5,000	$	12,500	$	5,000

⁽¹⁾

~~Increased from $10,000 to $17,500 in February 2012~~

⁽²⁾

Includes ~~committee~~Committee membership retainer

~~Deferred Compensation Plan —~~ Directors may elect to defer receipt of some or all of their cash retainers in the form of Common Stock equivalents under the

Jack in the Box Inc. Deferred Compensation Plan for Non-Management Directors (the “Director Deferred Compensation Plan”). The number of Common Stock equivalents credited to a director’s account is based on a per share price equal to the average of the closing price of ~~Jack in the Box Inc.~~ Common Stock on the NASDAQ Stock Market for the ~~ten (10)~~10 trading days immediately preceding the date the deferred compensation is credited to the director’s account. ~~The~~Under the Director Deferred Compensation Plan, to the extent dividends are paid, dividend equivalents and fractions thereof are converted to additional Common Stock equivalents and are credited to a director’s deferred compensation account as of the dividend payment dates. Each director’s account is settled in an equal number of shares of Common Stock upon a pre-specified distribution date or the director’s earlier termination of service from the Board. The Director Deferred Compensation Plan is a non-qualified plan under the ~~IRC.~~Internal Revenue Code.

b. Expenses

The Company reimburses directors for customary and usual travel and out-of-pocket expenses incurred in connection with attendance at Board and committee meetings.

1826JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT


								DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

c. Annual Equity Grant — Restricted Stock Units

Each director receives an annual grant of RSUs under the 2004 Stock Incentive Plan. ~~The Company grants~~We grant RSUs for the following reasons:

RSUs cause the value of directors’ share ownership to rise and fall with that of other stockholders, serving the objective of alignment with stockholder interests.

Restricted stock and RSUs are a prevalent form of director compensation among the Company’s Peer Group.

~~To determine~~The Company determines the number of RSUs to be granted by dividing the annual equity award value of $90,000 ~~is divided~~ by the

closing price of Common Stock on the date of the annual ~~grant. The~~

grant, which is the second business day of the next “window period” opened in accordance with the Company’s Employee/Insider Trading Policy. RSUs vest on the earlier of the first business day 12 months from the date of grant or upon the director’s termination of service with the ~~Board.~~Board, unless deferred. Directors may elect to defer receipt of shares issuable under RSU awards to termination of their ~~RSUs until~~board service; and beginning with the February 2015 RSU awards, vested shares that are deferred earn a ~~later date in compliance with IRC 409A.~~dividend (in the form of Common Stock equivalents) to the extent the Company pays a dividend on outstanding shares.

Director Ownership and Stock Holding ~~Requirement~~Requirements

The Board believes that all directors should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our stockholders. Pursuant to our Corporate Governance Principles and Practices, ~~it is~~ the ~~Board’s desire~~Board desires that each non-employee director ~~will~~ hold ~~at least a value of $150,000 in~~ Jack in the Box Inc. Common Stock with a value of at least three times the annual cash Board service retainer, within a reasonable period after joining the Board. ~~Effective beginning fiscal 2012, all grants~~Direct holdings, unvested and deferred RSUs, and Common Stock equivalents count toward ownership value.

Each director is required to hold until termination of ~~equity to directors require that the director will hold~~his or her Board service at least 50% of the shares resulting from ~~each grant until his or her termination of service from the Board.~~all RSU grants. The table below shows each director’s ownership value as of fiscal year end ~~2012,~~2015, based on a closing stock price of ~~$28.11~~$79.71 on the last trading day of fiscal ~~2012,~~2015, September ~~28, 2012.~~25, 2015. Each of our non-employee directors, except Ms. John who joined the Board late in fiscal 2014, meets the director holding requirement.

Name    Board Service
Effective Date      Direct Holdings
/ RSUs    Deferred
Units & Stock
Equivalents    Total
Value
Mr. Goebel
   Dec. 2008         $ 469,212       $ 0       $ 469,212
Ms. Kleiner
   Sept. 2011         $ 221,535       $ 0       $ 221,535
Mr. Murphy
   Sept. 2002         $ 89,081       $ 1,318,218       $ 1,407,299
Mr. Myers
   Dec. 2010         $ 576,339       $ 0       $ 576,339
Mr. Tehle
   Dec. 2004         $ 313,961       $ 960,294       $ 1,274,255
Ms. Webb
   July 2008         $ 469,212       $ 0       $ 469,212
Mr. Wyatt
   May 2010         $ 477,308       $ 132,454       $ 609,762

~~Expenses~~

~~The Company reimburses directors for customary and usual travel and out-of-pocket expenses incurred in connection with attendance at Board and committee meetings.~~


Name	Board Service Effective Date		Direct Holdings /Unvested RSUs		Deferred Units & Common Stock Equivalents		Total Value
Mr. Goebel		Dec. 2008	$	1,757,207	$	0	$	1,757,207
Ms. John		Sept. 2014	$	81,862	$	0	$	81,862
Ms. Kleiner		Sept. 2011	$	564,108	$	376,231	$	940,339
Mr. Murphy		Sept. 2002	$	326,492	$	4,256,115	$	4,582,608
Mr. Myers		Dec. 2010	$	1,773,946	$	454,825	$	2,228,771
Mr. Tehle		Dec. 2004	$	1,015,346	$	3,431,356	$	4,446,702
Mr. Wyatt		May 2010	$	555,658	$	499,224	$	1,054,882

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 1927


DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

Fiscal ~~2012~~2015 Compensation

For fiscal 2012, the average annual compensation of directors was $163,571, comprised of (i) $73,571 in cash, and (ii) $90,000 in RSUs. This average excludes Mr. Hutchison who retired from the Board on February 17, 2012, the date of the 2012 Annual Meeting of Stockholders, and was paid no compensation during fiscal 2012.

The ~~following~~ table ~~provides~~below shows the compensation amounts for each of the Company’s ~~other~~ directors in fiscal ~~2012.~~2015. Each director received an annual equity award of 927 RSUs, valued at $90,000 on the date of grant, February 23, 2015. The restricted stock units vest 100% on the earlier of the first business day 12 months from the date of grant or upon termination of service with the Board.

For fiscal 2015, the average annual compensation of directors was $177,857 (excluding the dividend payments on deferred accounts), comprised of (i) $87,857 in cash and (ii) $90,000 in RSUs.


Name	Fees Earned or Paid in Cash ⁽¹⁾		Stock Awards ⁽²⁾		Total		Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		All Other Compensation ⁽³⁾		Total
Mr. Goebel	$	80,000	$	90,000	$	170,000	$	95,000	$	90,000	$	0	$	185,000
Ms. John							$	77,500	$	90,000	$	0	$	167,500
Ms. Kleiner	$	62,500	$	90,000	$	152,500	$	85,000	$	90,000	$	0	$	175,000
Mr. Murphy	$	82,500	$	90,000	$	172,500	$	95,000	$	90,000	$	43,726	$	228,726
Mr. Myers	$	65,000	$	90,000	$	155,000	$	80,000	$	90,000	$	3,957	$	173,957
Mr. Tehle	$	72,500	$	90,000	$	162,500	$	87,500	$	90,000	$	30,327	$	207,827
Ms. Webb	$	72,500	$	90,000	$	162,500
Mr. Wyatt	$	80,000	$	90,000	$	170,000	$	95,000	$	90,000	$	0	$	185,000

⁽¹⁾

~~The amount reported in the “Fees~~“Fees Earned or Paid in Cash” ~~column~~ reflects Board and Committee retainers paid to each director in ~~2012~~2015 either in cash or deferred at the director’s election.

⁽²⁾

~~The amount in the “Stock~~“Stock Awards” ~~column~~ reflects the grant date fair value of RSUs granted under the 2004 Stock Incentive Plan, computed in accordance with ~~FASB~~ ASC ~~Topic~~ 718. ~~Each director received an annual equity award~~

⁽³⁾

The amount reported in the “All Other Compensation” column reflects four dividend payments made during fiscal 2015 that were credited to the applicable directors’ common stock equivalent accounts in connection with their prior deferral of ~~3,169 RSUs, valued at $90,000 on~~cash retainers under the ~~date of grant, September 27, 2012. The restricted stock units vest 100% on~~Director Deferred Compensation Plan described in the ~~first business day 12 months from the date of grant or upon termination of service with the Board.~~above section “a. Cash Retainers.”

Outstanding Equity at Fiscal Year ~~Ended~~End

The table below sets forth the aggregate number of ~~RSUs~~unvested and ~~shares underlying outstanding stock options~~deferred RSUs held by directors at the end of fiscal ~~2012.~~2015

Name    RSUs    Stock
Options ⁽¹⁾
Mr. Goebel
   16,692       24,000
Ms. Kleiner
   7,881       0
Mr. Murphy
   11,692       60,400
Mr. Myers
   15,503       0
Mr. Tehle
   16,692       60,400
Ms. Webb
   16,692       24,000
Mr. Wyatt
   21,692       0

⁽¹⁾

~~In fiscal 2009, directors began receiving annual equity grants in the form of RSUs rather than stock options.~~


Name	Unvested RSUs		Deferred RSUs
Mr. Goebel		927		0
Ms. John		927		0
Ms. Kleiner		927		4,720
Mr. Murphy		927		9,138
Mr. Myers		927		1,551
Mr. Tehle		927		12,307
Mr. Wyatt		927		6,263

2028JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT


								REPORT OF THE AUDIT COMMITTEE

REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to Jack in the Box Inc.’s audited consolidated financial statements for the fiscal year ended September ~~30, 2012.~~27, 2015.

The Audit Committee has reviewed and discussed the annual consolidated financial statements with ~~management~~Management and KPMG LLP, the Company’s independent registered public accounting firm (the “independent auditor”). Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, risk management and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The independent auditor is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

The Audit Committee is responsible for the appointment, compensation and oversight of the independent auditor. The Committee was also involved in selection of the firm’s lead engagement partner for fiscal 2016. The Audit Committee met on ~~five~~four occasions in the fiscal year ended September ~~30, 2012.~~27, 2015. The Audit Committee met with the independent auditor, with and without ~~management~~Management present, to discuss the results of its audits and quarterly reviews of the Company’s financial statements. The Audit Committee also discussed with the independent auditor the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Statement on Auditing Standards No. ~~61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.~~ 16Communications with Audit Committees.The Audit Committee also received from the Company’s independent auditor the written disclosures and the letter required by applicable requirements of the PCAOB regarding

~~regarding~~ their communications with the Audit Committee concerning independence, and has discussed with the independent auditor its independence from the Company. The Audit Committee also has considered whether the provision of non-audit services to the Company is compatible with the independence of the independent auditor.

In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management and internal audit group ~~and~~as well as the Company’s independent auditor ~~which, in their~~whose reports express opinions on the conformity of the Company’s annual financial statements with U.S. generally accepted accounting ~~principles.~~principles and on the effectiveness of internal control over financial reporting.

Based on the reviews and discussions referred to above, and the reports of KPMG LLP, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September ~~30, 2012,~~27, 2015, for filing with the SEC.

THE AUDIT COMMITTEE

Michael W. Murphy,Chair

James M. Myers

David M. Tehle

~~Winifred M. Webb~~

This report is not deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this report by reference.

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 2129

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FEES AND SERVICES

The following table presents fees billed for professional services rendered by KPMG, the Company’s independent registered public accountants, for the fiscal years ended September ~~30, 3012~~27, 2015 and ~~October 2, 2011.~~September 28, 2014.


	2012		2011		2015		2014
Audit Fees⁽¹⁾	$	1,115,000	$	1,010,000	$	923,980	$	897,515
Audit Related Fees		—		—		—		—
Tax Fees⁽²⁾		—		30,000		29,667		67,923
All Other Fees		—		—		—		—
KPMG Total Fees	$	1,115,000	$	1,040,000	$	953,647	$	965,438

⁽¹⁾

Audit fees include fees for the audit of the Company’s consolidated annual financial statements and the audit of the effectiveness of internal controls over financial reporting. Audit fees also include fees for review of the interim financial statements included in our Form 10-Q quarterly reports 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⁾

Tax fees ~~consist of aggregate~~include fees ~~billed~~ for ~~professional~~ services rendered ~~by our independent registered public accountants~~ for tax ~~compliance,~~advice in connection with sales tax ~~advice,~~audit defense, interest rate swaps, and ~~tax planning.~~the amendment to the Company’s credit facility.

Registered Public Accountants’ Independence. The Audit Committee has considered whether the provision of the above-noted services, other than audit services, is compatible with maintaining KPMG’s independence, and has determined that the provision of such services has not adversely affected KPMG’s independence.

Policy on Audit Committee Pre-Approval of Services. 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 forth in the Audit Committee Pre-Approval Policy, ~~included as Exhibit A to this Proxy Statement.~~which is available on our website atwww.jackinthebox.com/investors/corporategovernance.

2230JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT


								PROPOSAL TWO — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

PROPOSAL TWO — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee has appointed the firm of KPMG LLP as the Company’s independent registered public accountants for fiscal year ~~2013.~~2016. Although action by stockholders in this matter is not required, the Audit Committee believes it is appropriate to seek stockholder ratification of this appointment.

KPMG LLP has served as the Company’s independent auditor since 1986. One or more representatives of KPMG ~~will~~LLP is expected to be present at the Annual Meeting and will have the opportunity to make a statement and to respond to appropriate questions from ~~stockholders.~~stockholders present at the meeting. The following proposal will be presented at the Annual Meeting:

Action by the Audit Committee appointing KPMG LLP 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 29, 2013,~~October 2, 2016, is hereby ratified, confirmed and approved.

Vote Required for Ratification

Ratification requires the affirmative vote of a majority of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” this proposal. Brokers have discretionary authority to vote uninstructed shares on this matter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 2331


PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), ~~the Company is providing~~ stockholders ~~with~~have the opportunity to cast an advisory vote on the compensation of our named executive officers (“NEOs”) as disclosed in the CD&A, the compensation tables, narrative disclosures, and related footnotes included in this Proxy Statement. This ~~proposal is commonly known as a~~ “Say on Pay” ~~proposal.~~

~~The Say on Pay~~ vote is advisory, and therefore nonbinding on the Company; however, the Compensation Committee of the Board of Directors, which is comprised entirely of independent directors, values the opinions of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions. We received ~~an over 92%~~a 97.6% favorable vote on Say on Pay at our February ~~2012~~2015 Annual Meeting of Stockholders.

~~As discussed in more detail in the CD&A, the~~The Compensation Committee engages the services of an independent compensation consultant to advise on executive compensation matters, including competitive compensation targets within the marketplace, and Company performance ~~targets~~goals and analysis. ~~This consultant works exclusively for~~

As discussed in more detail in the ~~Compensation Committee and performs no other work for the Company. Our~~CD&A, our executive compensation program is designed to attract and retain a talented team of executives who can deliver on our commitment to build long-term stockholder value. The Compensation Committee believes our program is competitive in the marketplace, links pay to performance by rewarding our NEOs for achievement of short-term and long-term financial and operational goals (and, in some years, strategic ~~goals,~~goals), and aligns our NEOs’ interests with the long-term interests of our stockholders by providing a mix of ~~performance-~~performance and service-based equity awards. Specifically, a significant portion of compensation paid to our NEOs is based on the Company’s business performance.

Our fiscal 2015 NEOs consist of three Brand Services executives supporting both brands, namely our Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief Legal and Risk Officer (CLO), along with our Jack in the Box Brand President and Qdoba Brand President.

The Compensation Committee believes stockholders should consider the following key components of our compensation programs and governance practices when voting on this proposal:

Pay for Performance Orientation

•

Competitive, Targeted Pay. We target executive base salary, total cash compensation, and total direct compensation ~~at around the 50th percentile of the market~~to deliver competitive pay for performance that meets expectations, ~~with~~and the opportunity for ~~above-market compensation~~higher pay only if performance exceeds expectations.

•

Pay Mix. Our executive compensation program includes a mix of fixed and variable compensation, ~~including~~with a majority of target compensation in the form of annual and long-term incentives that ~~create a balance between short-term~~directly tie to key Company goals and drive long-term ~~focus.~~

stockholder value.

•

2015 Annual Incentives. ~~Our NEOs earned an~~In 2015, our NEOs’ annual incentive ~~in fiscal 2012 because the Company exceeded financial performance targets~~was based partly on Operating Earnings Per Share ~~and~~(“EPS”), with (a) the Brand Services executives’ incentive also partly based on a consolidated Restaurant Operating Margin (“ROM”) target; and ~~also achieved and exceeded its fiscal 2012 strategic goals. Strategic goals are included in~~(b) the annual incentive plan to motivate and reward for achievements that best position the Company for the future but do not necessarily show up in our annual financial results. In fiscal 2012, these strategic goals included (a) growth in Jack in the Box ~~system average unit volumes,~~ and ~~(b) general~~Qdoba Brand Presidents’ annual incentives partly based on their respective brand’s Segment Operating Income and ~~administrative (“G&A”) reductions, including re-engineering, restructuring, and process simplification.~~

ROM.

Each of the Brand Services NEOs earned an annual incentive payment in fiscal 2015 based on the Company substantially exceeding its financial performance target for EPS and consolidated ROM.

The JIB Brand President earned an incentive based on this same EPS achievement and the brand exceeding its maximum Segment Operating Income and ROM targets.

The Qdoba Brand President earned an annual incentive based on the same EPS result, and the brand’s above threshold level achievement on Segment Operating Income and ROM goals.

•

Long-Term Incentives (“LTI”). Equity awards for our NEOs ~~include~~included a mix of ~~option awards,~~stock options, performance share units (“PSUs”), and time-vested restricted stock ~~awards~~units (“RSUs”) with holding requirements. ~~In 2012, our NEOs received no payout~~The PSUs vest three years after the grant, depending on the ~~PSUs~~Company’s achievement of goals over a three-fiscal year period. The grant guidelines, goals, and performance metrics for the LTI awards granted in ~~2009 due to the Company’s failure to achieve threshold performance~~November 2014 for the performance period fiscal ~~2010-2012 performance period.~~

2015-17 are further described in the CD&A.

32 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION

Alignment with Long-Term Stockholder Interests

•

Stock Ownership Requirement. Our NEOs and other senior executives are required to own a significant amount of the Company’s stock, based on a multiple of salary.

•

Equity Awards. ~~Our option~~The largest portion of our NEOs’ total pay is delivered in equity awards (including options, PSUs and ~~time-vested RSUs have multi-year vesting, and performance~~RSUs), with such equity awards are based on achievement of financial and operational goals over a three-year period. Time-vested restricted stock awards are subject to a holding requirement of 50% or 100% until termination or retirement, based on whether the executive has met his or her stock ownership requirement on the dateaccounting for 64% of the ~~equity grants. The value of these awards is directly linked to our stock price, aligning the financial interests of our NEOs with the interests of our stockholders.~~

CEO’s total direct compensation in 2015.

Option awards and time-vested RSUs have multi-year vesting; performance awards are based on achievement of financial goals over a three-fiscal year period.

All RSUs – and PSUs beginning in fiscal 2016 — are subject to a holding requirement of at least 50% of after-tax net shares until termination or retirement.

•

No Evergreen ~~Plan/~~— No Repricing — No Pledging or Hedging. We do not have an evergreen plan, and we prohibit repricing equity awards without stockholder approval.

We prohibit Section 16 officers and Corporate Vice-Presidents from pledging Company stock as collateral for any obligation or engaging in hedging transactions involving our stock.

24Recommendation~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~

~~Recommendation~~

With the assistance of its independent compensation consultant, the Compensation Committee has thoughtfully developed our executive compensation programs, ~~and established the~~setting NEO compensation ~~paid to our NEOs to link~~that links pay to performance and ~~provide~~provides an appropriate balance of short-term and long-term incentives that are aligned with long-term stockholder interests. Accordingly, the Board of Directors recommends that you vote in favor of the following resolution:

“RESOLVED, that Jack in the Box Inc. stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s Compensation Discussion and Analysis, tabular disclosures, and other narrative disclosures in this Proxy Statement for the ~~2013~~2016 Annual Meeting of Stockholders.”

Approval of the Say on Pay proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will not count as votes cast “FOR” or “AGAINST” the proposal, and will not be included in calculating the number of votes necessary for approval for this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 2533


PROPOSAL FOUR – APPROVAL OF PERFORMANCE INCENTIVE PLAN

PROPOSAL FOUR – APPROVAL OF PERFORMANCE INCENTIVE PLAN

In November 2015, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved the Jack in the Box Inc. Performance Incentive Plan (the “Plan”), subject to approval by the Company’s stockholders. The Plan is intended to replace the Jack in the Box Inc. Annual Performance Incentive Plan, which was approved by the Company’s stockholders in February 2011.

The purpose of the Plan is to promote the interests of the Company and its stockholders by providing performance-based incentives to certain employees of the Company and its affiliates, including performance-based incentives that are intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Section 162(m)”). The Plan is an unfunded, performance-based plan designed to provide cash compensation that is directly tied to achievement of the Company’s objectives. At the Annual Meeting, the Company’s stockholders are being asked to approve the Plan.

Approval of the Plan by the Company’s stockholders will constitute approval of terms and conditions set forth therein that will permit the Company to grant awards under the Plan that may qualify as “performance-based compensation” within the meaning of Section 162(m). Section 162(m) limits to $1 million per person per taxable year the amount that may be deducted for compensation paid to a publicly held corporation’s “covered employees” (i.e., the principal executive officer and the three highest compensated officers (other than the principal executive officer or principal financial officer) whose total compensation is required to be reported to the Company’s stockholders under the Securities Exchange Act of 1934, as amended). However, Section 162(m) provides an exemption from this limit for qualified “performance-based compensation.” For compensation awarded under a plan to qualify as “performance-based compensation” under Section 162(m), among other things, the following terms must be disclosed to and approved by the stockholders before the compensation is paid: (i) a description of the employees eligible to receive such compensation; (ii) a description of the business criteria on which the performance goals for such compensation is based; and (iii) the maximum amount of such compensation that could be paid or granted to any employee during a specified period. Accordingly, we are requesting that our stockholders approve the Plan, which includes terms and conditions regarding eligibility for awards, the business criteria on which the performance goals for awards may be based, and the maximum amount that may be paid to any employee for any fiscal year of the Company (as described in the summary below).

We believe it is in the best interests of the Company and its stockholders to preserve the ability to award “performance-based compensation” under Section 162(m). However, in certain circumstances, we may determine to award compensation to covered employees that is not intended to qualify as “performance-based compensation” for purposes of Section 162(m). Moreover, even if we award compensation that is intended to qualify as “performance-based compensation” for purposes of Section 162(m), we cannot

guarantee that such compensation ultimately will be deductible by the Company.

Stockholder Approval

If this proposal is approved by the Company’s stockholders, the Plan will become effective as of February 13, 2016. In the event that the Company’s stockholders do not approve this proposal, the Plan will not become effective.

Summary of the Plan

The following description summarizes the principal features of the Plan but is qualified in its entirety by reference to the full text of the Plan set forth as Exhibit A to this Proxy Statement.

Eligibility

In order to be eligible to participate in the Plan with respect to a particular performance period, an individual must (i) be an employee of the Company or any of its affiliates during the entire performance period or such other period as may be specified by the Committee, (ii) be designated by the Committee as eligible to participate in the Plan with respect to the performance period, and (iii) meet any other requirements that may be established by the Committee with respect to the performance period. As of December 1, 2015, approximately 20,380 employees, including 11 executive officers, of the Company and its affiliates will be eligible to participate in the Plan, provided that they are designated by the Committee as eligible to participate in the Plan and meet any other requirements that may be established by the Committee.

Administration

The Plan will be administered by the Committee. The Committee consists solely of non-employee directors who are “outside directors” within the meaning of Section 162(m). The Committee has the authority to, among other things, select eligible participants, determine the amount and terms of incentive awards subject to the terms of the Plan, establish

34 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								PROPOSAL FOUR – APPROVAL OF PERFORMANCE INCENTIVE PLAN

performance goals, and determine the extent to which such performance goals were attained. The Committee is authorized to interpret the Plan, establish, amend and rescind any rules and regulations relating to the Plan, and make any other determinations that it deems necessary or desirable for the administration of the Plan. Any decision of the Committee in the interpretation and administration of the Plan is within the Committee’s sole and absolute discretion and will be final, conclusive and binding on all parties concerned.

The Board of Directors or the Committee may terminate, alter, suspend or amend the Plan at any time pursuant to the terms of the Plan. However, no amendment may be effective without the approval of the Board of Directors and/or the Company’s stockholders if such approval is required in order to comply with Section 162(m).

Performance Goals

Awards under the Plan will be payable contingent upon the attainment during a performance period of specified performance goals and any other requirements set forth in the Plan or established by the Committee. With respect to each award, the performance goals for the applicable performance period will be established by the Committee based upon one or more measures of business, financial, and/or operational performance (each, a “Performance Measure”). Performance goals may be based on a Company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies, or the performance of one or more relevant indices, as determined by the Committee.

Performance Measures may be one or more of the following, as determined by the Committee: sales (including same-store, systemwide, Company-operated, and franchise-operated); revenue; gross margin; operating margin; pre-tax profit; profit after tax; net income; stock price performance; total shareholder return; expenses; G&A expenses; economic value added; market share; earnings before interest, taxes, depreciation and amortization (EBITDA); earnings before interest and taxes (EBIT); earnings before taxes (EBT); earnings from operations; net earnings; earnings per share (EPS); operating earnings per share; FCCR (Fixed Charge Coverage Ratio); debt/EBITDA ratio; number of restaurants; number of restaurants franchised; number of restaurants remodeled or reimaged; cash flow or free cash flow (cash flow from operations less capital expenditures); return on invested capital (ROIC); return on equity (ROE); return on investment (ROI); return on capital; return on assets (ROA); restaurant operating margin (ROM); ROM as percentage of sales; guest satisfaction measures; number of guests; guest transaction measures; and other measures selected by the Committee (to the extent an award is not intended to qualify as “performance-based compensation” under Section 162(m)).

The Committee is authorized to make appropriate adjustments in the method of calculating the attainment of performance goals for a performance period as follows;provided, however, that to the extent an award is intended to qualify as “performance-based compensation” under Section 162(m), any such adjustment may be made only if such adjustment is objectively determinable and specified by the Committee at the time such performance goals are established: (1) to exclude restructuring and/or other non-recurring charges; (2) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated performance goals; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of any “extraordinary items” as determined under generally accepted accounting principles; (6) to exclude the effect of any other unusual, non-recurring gain or loss or other extraordinary item; (7) to exclude the effects of gains or losses on the sale of company restaurants; (8) to exclude the effects of discontinued operations; (9) to exclude the effects of pension/post-retirement plan expense; (10) to exclude the effect of stock-based compensation expense; (11) to exclude G&A expenses related to shared service functions (such as accounting/finance, human resources, audit services, legal, tax and treasury); (12) to exclude the dilutive effects of acquisitions or joint ventures; (13) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (14) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (15) to respond to, or in anticipation of, changes in applicable laws, regulations or accounting principles; (16) to reflect a corporate transaction, such as a merger, consolidation, separation (including a spinoff or other distribution of stock or property by a corporation), or reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code); and (17) to the extent an award is not intended to qualify as “performance-based compensation” under Section 162(m), to make other appropriate adjustments selected by the Committee.

With respect to any award intended to qualify as “performance-based compensation” under Section 162(m), unless otherwise permitted under Section 162(m), the Committee will establish the performance goals applicable to, and the formula for calculating the amount payable under, such award no later than the earlier of (i) the date 90 days after the beginning of the applicable performance period, and (ii) the date on which 25% of such performance period has elapsed, and in any event at a time when the achievement of the applicable performance goals remains substantially uncertain.

JACK IN THE BOX INC.ï 2016 PROXY STATEMENT35


PROPOSAL FOUR – APPROVAL OF PERFORMANCE INCENTIVE PLAN

Prior to the payment of any amount under an award intended to qualify as “performance-based compensation” under Section 162(m), the Committee must certify in writing the extent to which any performance goals and any other material terms under such award have been satisfied.

The Committee may exercise its discretion to reduce the amount of any award that would otherwise be due upon attainment of the performance goals on the basis of any factors as the Committee, in its sole discretion, may determine. With respect to any award intended to qualify as “performance-based compensation” under Section 162(m), the Committee will not have the discretion to increase the amount of any such award that would otherwise be due upon attainment of the performance goals.

Maximum Individual Award

No Participant will be eligible to receive any award payment or combination of award payments under the Plan for any fiscal year of the Company in excess of $4 million.

Form and Timing of Award Payments

Each award payment will be made in cash in a single lump sum as soon as practicable following certification by the Committee of the extent to which any performance goals and any other material terms under such award have been

satisfied, but in no event later than the date required to exempt any such payment from the application of Section 409A of the Code.

Clawback Policy

Awards granted under the Plan, as well as any payments with respect to such awards, are subject to the terms of the Company’s recoupment, clawback or similar policy as may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of such an award or payment.

New Plan Benefits

Awards granted under the Plan to the Company’s executive officers and other employees are discretionary and are not subject to set benefits or amounts under the terms of the Plan, and the Board of Directors and the Committee have not granted any awards under the Plan subject to stockholder approval of this proposal. Accordingly, the benefits or amounts that will be received by or allocated to the Company’s executive officers and other employees under the Plan, as well as the benefits or amounts which would have been received by or allocated to the Company’s executive officers and other employees for fiscal year 2015 if the Plan had been in effect, are not determinable. The Company’s non-employee directors are not eligible to participate in the Plan.

Required Vote and Board of Directors’ Recommendation

Approval of this proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present, entitled to vote and cast at the Annual Meeting in person or by proxy (assuming a quorum). If you hold your shares in your own name and abstain from voting on this matter, your abstention will have the effect of a negative vote. Broker non-votes will be counted as 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” THE APPROVAL OF THE PERFORMANCE INCENTIVE PLAN.

36 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								CD&A — I. EXECUTIVE SUMMARY

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) explains the key elements of our executive compensation program and compensation decisions for our named executive officers (“NEOs”). in fiscal 2015. The Compensation Committee of our Board of Directors (the “Committee”), with input from its independent compensation consultant, oversees these programs and determines compensation for our NEOs. Compensation for fiscal 2013 and 2014 is shown for the NEOs who were also NEOs in either of those years.

Our fiscal year ~~2012~~2015 NEOs are:


•	~~Linda~~Leonard A. ~~Lang~~Comma	Chairman and Chief Executive Officer (“CEO”), our principal executive officer

•	Jerry P. Rebel	Executive Vice President, Chief Financial Officer (“CFO”), our principal financial officer

•	~~Leonard A. Comma~~	~~President and Chief Operating Officer (“COO”)~~

•	Phillip H. Rudolph	Executive Vice President, ~~General Counsel~~Chief Legal and Risk Officer (“CLO”) and Corporate Secretary

•	Frances L. Allen	Jack in the Box Brand President (“JIB President”)

•	Timothy P. Casey	Qdoba Brand President (“Qdoba President”)

Quick Reference Guide


•Executive Summary	~~Gary J. Beisler~~	Section I
Compensation Principles and Objectives	~~President and Chief Executive Officer, Qdoba Restaurant Corporation (“Qdoba CEO”)~~	Section II
Compensation Competitive Analysis		Section III
Elements of Compensation		Section IV
Compensation Decision-Making Process		Section V
Fiscal 2015 Compensation		Section VI
Additional Compensation Information		Section VII
Fiscal 2016 Program Changes		Section VIII

I. EXECUTIVE SUMMARY

Jack in the Box is committed to responsibly building long-term stockholder value. Our executive compensation program is designed to deliver on this commitment by using a balanced performance measurement framework that is aligned with the key drivers of Company performance and stockholder value creation. This executive summary provides an overview of our ~~2012 Company~~fiscal 2015 performance, compensation framework and pay actions, targeted total direct compensation, and CEO pay for performance ~~alignment, and governance practices.~~alignment.

a. Fiscal ~~2012~~2015 Financial Highlights

The Company ~~Performance~~

~~Despite the continued challenging macroeconomic environment, the Company delivered~~returned significant value to its stockholders by delivering another year of strong financial and operational performance in fiscal 2012 and we believe that the pay-for-performance philosophy of our executive compensation program was a key driver of our success. Our performance reflects the strength of our leadership team and employees, the success of our franchise business model, the restructuring activities we have undertaken2015. Highlights include:

Returns to ~~drive organizational efficiencies, and our focus on enhancing the entire guest experience in our restaurants. Fiscal 2012 highlights include:~~Stockholders

~~Same-store sales~~

The Company’s stock price increased 21.3% to $79.71 per share at ~~Jack in the Box company-operated restaurants improved 4.6%~~fiscal year-end (“FYE”) 2015, versus $65.73 at FYE 2014. This increase is on top of a 63.9% increase during fiscal 2014, and a 42.7% increase during fiscal 2013.

Cumulative total shareholder return increased significantly year over year, and for the fifth consecutive year, ~~with traffic growth representing half of this increase. Fiscal 2012 was our best year of sales~~as shown on the TSR-CEO pay for performance ~~for Jack~~alignment graph in ~~the Box since 2007, and we believe we have strategies in place to continue to drive sustainable sales and market share growth.~~

Section I.d. below.

~~Same-store sales at Qdoba company-operated restaurants increased 2.8% for the year.~~

~~Consolidated restaurant operating margin improved 240 basis points over fiscal 2011 to 15.1% of sales.~~

•

~~Operating Earnings Per Share (“EPS”)~~¹ ~~increased 41% to $1.20 per share.~~

~~Jack in the Box has delivered seven straight quarters of sequential improvement in speed of service, and also achieved significantly higher guest satisfaction scores in~~

~~the past year. We believe these improvements are building trust with our guests and driving additional visits.~~

~~Jack in the Box franchisees completed reimaging their restaurants during the year, resulting in an updated image for our entire system.~~

~~We continued to execute on our Jack in the Box refranchising strategy. As of fiscal year end, we were 76% franchised, and approaching our 80% long term target.~~

~~Ninety-five new restaurants were opened systemwide, including 37 Jack in the Box and 58 Qdoba restaurants. We also acquired 46 Qdoba restaurants from Qdoba franchisees.~~

We engaged in a comprehensive review of our organizational structure. As a result, we believe we are a more efficient company and are closer to achieving our goal of reducing G&A expense to a range of 3.5%-4.0% of system-wide sales.

~~We outsourced our Jack in the Box distribution business, which we believe will free up a substantial amount of working capital.~~

These accomplishments helped us substantially exceed our annual incentive plan performance targets for Operating EPS and Restaurant Operating Margin, as well as our fiscal 2012 strategic goals. Accordingly, our NEOs received close to the maximum annual incentive payout for the Company’s fiscal 2012 performance.

¹	Operating EPS refers to diluted EPS from continuing operations on a GAAP basis excluding restructuring charges and gains from refranchising. Please see the Company’s current report on Form 8-K and accompanying press release filed November 19, 2012.

26JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT37


CD&A — I. EXECUTIVE SUMMARY

Financial and Operational Achievements

•

Operating Earnings Per Share (“Operating EPS”)¹ increased 22% to $3.00 per share for fiscal 2015 (versus $2.45 for fiscal 2014), on top of three consecutive years of growth in excess of 30%.

•

Systemwide same-store sales grew 9.3% at Qdoba and 6.5% at Jack in the Box (“JIB”) with JIB exceeding the QSR sandwich segment by 4.9 percentage points, according to The NPD Group’s SalesTrack^® Weekly for fiscal 2015.

Consolidated restaurant operating margin (“ROM”) rose 190 basis points to 20.4% of sales, with margins increasing at both brands.

The business model transformation of our JIB brand from primarily company-owned restaurants to 82% franchise-owned restaurants has resulted in a less capital intensive business model with more annuity-like cash flows. Consolidated franchise margin, as a percentage of franchise revenues, improved 190 basis points to 51.5%.

As described further below, consistent with the fundamental principle that compensation programs should align pay with performance, the Company’s fiscal 2015 performance directly impacted compensation decisions and pay outcomes.

b. Fiscal ~~2012~~2015 Compensation Framework and Key Pay Actions

Our executive compensation program is designed to motivate, engage, and retain a talented executive leadership team and to appropriately reward them for their contributions to our business. Our performance measurement framework consists of a combination of financial ~~operational,~~ and ~~strategic~~operational performance metrics, varying time horizons, and multiple equity vehicles. ~~A large~~The largest portion of ~~executive~~our executives’ compensation is variable and is directly tied to the achievement of annual and longer-term financial and operating goals. In combination, these metrics and variables provide a balanced and comprehensive view of performance, and drive the Committee’s executive compensation decisions. ~~Our performance measurement~~The framework and key fiscal ~~2012~~2015 performance measures and pay actions ~~for Jack in~~are shown on the ~~Box and for the Qdoba CEO, respectively, are summarized below.~~following chart.

¹	Operating EPS refers to diluted EPS from continuing operations on a GAAP basis excluding restructuring charges and gains/losses from refranchising. For a reconciliation, please see the Company’s current report on Form 8-K and accompanying press release filed November 17, 2015.

38 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								CD&A — I. EXECUTIVE SUMMARY

LOGO

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 2739


CD&A — I. EXECUTIVE SUMMARY

c. Fiscal ~~2012~~2015 Targeted Total Direct Compensation Mix

The chart below ~~illustrates~~shows the percentage breakdown of targeted total direct compensation (“TDC”) (consisting of base salary, target annual incentive, and target long-term incentive) for each NEO in fiscal ~~2012.~~2015. Consistent with our objective of pay for performance ~~philosophy,~~alignment (described in Section II of this CD&A), the largest portion of compensation is variable, at-risk pay in the form of annual and long-term incentives ~~80% for~~(including annual incentive, stock options and performance share units). In fiscal 2015, 61% of our ~~CEO~~CEO’s pay was at risk, and ~~64%-72%~~52%-54% of pay for our other NEOs.

~~The Committee determined,~~ LOGO

Target TDC is set within a competitive range of the Market median based on market data and advice provided by ~~its~~the Committee’s independent ~~consultant,~~consultant. The Committee determined that the ~~appropriate targeted~~target TDC for our CEO in fiscal ~~2012~~2015 was ~~$4.732~~$4.8 million (consisting of base salary of ~~$966,000,~~$850,000, target annual incentive of ~~$966,000,~~$850,000, and target long-term incentive of ~~$2.8~~$3.1 million), which ~~approximated~~was approximately 15% below the median of the relevant market data set. Based on the Company’s strong fiscal 2012 performance, and consistent with our compensation philosophy of “exemplary pay for exemplary performance,” Ms. Lang’sMarket median. Mr. Comma’s actual TDC ~~exceeded targeted~~in fiscal 2015 was $5.7 million. The difference in actual TDC over target TDC was primarily due to ~~her~~an annual incentive payout ~~as shown below.~~of 192% of target (or an additional $782,000) resulting from the Company substantially exceeding target performance on its annual goals.

CEO Total Direct Compensation
      Target    Actual
Salary
   $ 966,000       $ 962,192
Annual Incentive
   $ 966,000       $ 1,922,630
Long-Term Incentive⁽¹⁾
   $ 2,800,000       $ 2,843,996
Total
   $ 4,732,000       $ 5,728,818

⁽¹⁾

The slight variance in the value of target versus actual long-term incentive award ($43,966) is attributable to (a) the methodology used by the Committee to determine the number of shares awarded (60 day average closing price approximately two weeks prior to Committee approval date) versus (b) the price on the grant date, which, in accordance with our standard practice, is the second business day of the open “window” (under the Company’s Employee/Insider Trading Policy) following the release of the prior fiscal year-end earnings.


CEO Total Direct Compensation

	Target (000s)		Actual (000s)
Salary	$	850.0	$	842.3
Annual Incentive	$	850.0	$	1,632.0
Long-Term Incentive (LTI)	$	3,100.0	$	3,243.7
Total	$	4,800.0	$	5,718.0

The LTI component values for each NEO are provided in Section VI.c. — Fiscal 2015 Compensation — Long-Term Incentive Compensation.

2840JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT


								CD&A — I. EXECUTIVE SUMMARY

d. CEO Compensation and Pay for Performance Alignment

Each year, the Committee assesses our CEO’s actual compensation relative to the Company’s performance. The following graph shows the relationship of our CEO’s actual TDC ~~(base salary, actual annual incentive earned and long term incentive equity grant date fair value, as reflected in the Summary Compensation Table or “SCT”)~~ compared to our cumulative total shareholder return performance in each of the last five fiscal years. Actual TDC in this table includes base salary, actual annual incentive earned for the year, and the long-term incentive value based on the stock price at the time of grant (and for PSUs, includes the entire three-year potential share payout at target; and for options, uses a Black-Scholes value). Pay for performance alignment is shown relative to the TDC of our current CEO, Mr. Comma, for fiscal 2014 and 2015, and relative to our former CEO, Ms. Lang, for fiscal 2011-2013. As illustrated, ~~Ms. Lang’s~~CEO compensation was generally ~~increased~~aligned with ~~strong~~Company performance, ~~and decreased~~except in fiscal 2014 when ~~performance declined.~~

the CEO’s pay declined (during the transition from the former CEO to the new CEO), although TSR improved significantly.

LOGO

⁽¹⁾

The ~~Cumulative Total Return numbers assume that~~graph above shows the ~~value~~cumulative return to holders of ~~the investment in~~ the Company’s Common Stock at September 30^th of each year assuming $100 was ~~$100~~invested on September 30, ~~2007~~2010, and ~~track such investment through September 30, 2012.~~

⁽²⁾

assumes reinvestment of dividends. The equity award value included in the TDC for 2008 above is based on the value in the Grants of Plan-Based Awards table in the proxy statement for that fiscal year (rather than the SCT, which used fiscal year accounting expense per SEC requirements in place at that time). This value was used in order to provide comparability with the reporting of award values for fiscal 2010 through 2012, based on the SEC requirement to report the grant date fair market values in the SCT beginning fiscal 2010.

⁽³⁾

~~Note on 2009 TDC. Ms. Lang’s total direct compensation from fiscal 2009 to 2010 increased solely due to a shift in timing of the annual equity grants. As explained in our prior proxy statements,~~Company paid dividends beginning in ~~2009, the Committee shifted the timing of the annual equity grants to executives from September to November, resulting in the 2009 grant being shifted into~~ fiscal ~~2010. Absent this timing shift, the CEO’s 2010 TDC would have decreased from 2009.~~2014.

e. ~~Governance Practices~~

~~The Company has several governance practices that it believes reinforce the soundness of our compensation programs:~~

~~The Compensation Committee is made up entirely of independent directors;~~

~~The Committee retains an independent compensation consultant who works exclusively for the Committee and does not perform any other work for the Company;~~

The Company ceased providing tax gross-ups in any compensation arrangements entered into in 2009 and later, except for relocation costs as approved by the Board. No relocation expenses were paid in 2012;

~~Directors, NEOs and other executives have stock ownership and holding requirements;~~

~~The Company prohibits any hedging transactions involving our stock, pledges of Company stock, and the holding of Company stock in margin accounts; and~~

~~A clawback policy was adopted in 2008 and applies to incentive cash compensation and performance-based equity awards.~~

f. Say-on-Pay Feedback from Stockholders

In ~~2012,~~2015, we sought an advisory vote from our stockholders regarding our executive compensation ~~program. More than 92% of votes cast supported~~program and received a 97.6% favorable vote supporting the program. ~~The~~Each year, the Committee considers the results of the advisory vote as it completes its annual review of each pay element and the compensation ~~packages~~ provided to our NEOs and other executives. Given the significant level of stockholder support and our stockholder outreach throughout the year, the Committee concluded that our executive compensation program continues to

~~provide a~~ align executive pay with stockholder interests and provides competitive pay ~~for performance package~~ that encourages retention and effectively incentivizes ~~our named executive officers to maximize shareholder value~~performance of talented NEOs and ~~encourages long-term retention.~~executives. Accordingly, the Committee determined not to make any significant changes to our programs as a result of the vote. The Committee will continue to consider the outcome of our say-on-pay votes and our ~~stockholder~~stockholders’ views when making future compensation decisions for the ~~NEOs.~~

NEOs and executives.

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 2941

~~II. COMPENSATION PHILOSOPHY AND OBJECTIVES~~

~~a. Compensation Philosophy~~

~~Our executive compensation program and pay decisions are based on the philosophy established by the Committee:~~

~~Competitive Pay for Expected Performance~~

~~Exemplary Pay for Exemplary Performance~~

•

~~Competitive Pay~~ means base pay and incentive opportunities that approximate the median of the Market (within a reasonable range of the 50th percentile, generally +/- 10% for salary and annual incentive and +/- 15% for total direct compensation). (The “Market” is defined in the “~~Compensation Competitive Analysis~~~~” Section III.a, below.)~~

•

~~Expected Performance~~ ~~means the performance targets approved by the Board of Directors.~~

•

~~Exemplary Pay~~ ~~means annual and long-term incentive awards that are generally above the median of the Market.~~

•

~~Exemplary Performance~~ ~~means performance that exceeds the performance targets approved by the Board of Directors.~~

~~b. Compensation Objectives~~

~~The Committee has set the following objectives for compensating our NEOs and other executives, and considers these objectives in making compensation decisions:~~


~~Objective~~ CD&A — II. COMPENSATION PRINCIPLES AND OBJECTIVES		~~Description~~
~~Competitive Pay~~		We provide competitive pay commensurate with job scope and responsibilities, individual performance, and intended to attract and retain talent. Competitive pay is intended to approximate a reasonable range of pay in the Market (defined in Section III.a, below), and includes base salary, target level of annual incentive, and target award value of long-term incentives.
~~Pay Mix~~		We use a mix of fixed and incentive compensation with different time horizons (annual, 3-year, 5-year and until retirement) and forms of payout (cash and stock) to reward for annual and long-term performance. A large portion of compensation is delivered in the form of equity, the value of which is directly linked to the value of the Company’s stock.
~~Pay for~~ ~~Performance~~		A large portion of executive compensation is variable, at-risk pay tied directly to achievement of annual and long-term incentive goals. Variable reward payouts are designed to provide competitive pay for achieving expected performance, and above competitive pay for performance that exceeds expectations. The Committee exercises judgment and discretion in program design and pay decisions to avoid relying solely on formulaic designs, taking into consideration what and how goals were accomplished.
~~Stockholder~~ ~~Alignment~~		~~We require NEOs and executives to have a meaningful financial stake in the Company by holding shares of Company stock until termination of service.~~
~~Balanced~~ ~~Performance~~ ~~Measurement~~		~~We use a combination of financial, operational, and strategic performance metrics, varying time horizons, and multiple equity vehicles to provide a balanced and comprehensive view of performance.~~
~~Managing~~ ~~Compensation~~ ~~Risk~~		~~We set incentive goals in such a way as to discourage excessive risk taking, and avoid placing too much emphasis on any one metric or performance time horizon.~~

II. COMPENSATION PRINCIPLES AND OBJECTIVES

The Committee focuses on the following principles and objectives in determining and measuring the various components of our executive compensation programs:

Competitive target pay structure, including base salary, annual incentive, and long-term incentives that enables us to attract and retain talented, experienced executives who can drive long-term stockholder value.

Pay for performance alignment, with a higher percentage of executive pay in the form of annual and long-term incentives that directly tie payouts to the achievement of incentive goals.

Comprehensive goal setting, with financial, operational, and strategic performance metrics that drive long-term stockholder value.

Balanced short-term and long-term executive decision making, through variable compensation components (cash and stock) using varying timeframes.

Executive alignment with stockholder interests, through stock ownership and holding requirements.

Sound governance practices and principles in plan design and pay decisions, with the Committee considering both what and how performance is achieved.

Internal Pay Equity

Our compensation programs are designed so that potential compensation opportunities are ~~set~~appropriate relative to each executive’s level of responsibility and impact. While program design is similar for executives at the same level, actual

pay may vary based on ~~an executive’s base pay~~job scope and individual performance over time. In fiscal ~~2012,~~2015, our CEO’s targeted TDC was approximately ~~2.8~~2.7 times higher than the next highest paid executive.

3042JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT


								CD&A — III. COMPENSATION COMPETITIVE ANALYSIS

III. COMPENSATION COMPETITIVE ANALYSIS

a. Competitive Analysis

Each year the ~~Committee’s independent consultant provides market pay information that the~~ Committee ~~uses~~relies on a variety of data points to assess the competitiveness of our executive compensation program and the individual compensation of our executives. ~~This information~~Information the Committee uses to perform this analysis includes:

The Company’s performance against its ~~internal~~ financial and operational ~~and strategic targets;~~

goals;

The mix of short-term and long-term compensation in the form of cash and equity-based compensation; ~~and~~

A review of “Market” compensation ~~utilizing collectively:~~by the ~~compensation~~Committee’s independent consultant, which includes data from (a) proxy statement disclosures of

~~our Peer Group (defined below); the Chain Restaurant Compensation Survey; and general industry data from national compensation surveys.~~

~~The Committee also considers~~ our Peer Group (defined below), (b) a restaurant industry compensation survey, (c) general industry data from national compensation surveys; and (d) the Company’s financial performance relative to our Peer Group. Although we target compensation to approximate a reasonable range of the Market median, as described in our compensation philosophy, the Committee has discretion to determine if it is in the Company’s best interest to provide any executives with compensation that varies from this general principle.

b. Fiscal ~~2012~~2015 Peer Group

We use a Peer Group to assess the competitive pay levels of our NEOs and other executives, and to evaluate program design elements. The Committee believes the Peer Group should consist of a combination of restaurant and retail companies because these are the primary companies with which we compete for executive talent.

Our practice in selecting Peer Group companies is to look for companies in the restaurant industry that are comparable in size ~~(determined by~~(GAAP revenue and market ~~value,~~capitalization, generally between 0.5x and 2.0x Jack in the Box ~~and by~~Inc.). The Committee also considers systemwide sales, number of ~~locations) and have similar~~ locations,

business models and consumer focus. ~~The~~In reviewing systemwide sales comparisons, the Committee ~~uses a combination of~~focuses on the eleven restaurant ~~retail, and hospitality~~ companies in the Peer ~~Group.~~ Group (for which comparative data is applicable). Given the small number of public restaurant companies that meet the above criteria, our peer group also includes retail companies of similar size.

The Committee believes it is important to include companies from outside of the restaurant industry in order to understand how other consumer-focused businesses with similar economics to Jack in the Box compensate their executives. Furthermore, we compete for executive talent at retail and hospitality companies so it is appropriate to use a broader sample.

For 2012, the Committee’s independent consultant recommended and the Committee approved changes to the Peer Group to: remove two companies that were acquired and became privately held (Burger King Holdings and Jo-Ann Stores); and remove one company (YUM! Brands) because it was significantly larger than Jack in the Box. At the time the Committee approved the revised fiscal 2012 Peer Group at its August 2011 meeting, the Peer Group median revenue was $2.2 billion and median market capitalization was $1.6 billion, compared to revenue of $2.2 billion and market capitalization of $1.1 billion for Jack in the Box. The Committee believesdetermined that the fiscal ~~2012~~2014 Peer Group ~~provided~~continued to provide sound representation of competitive pay levels and ~~practices.~~practices, and therefore made no changes to the peer group for fiscal 2015.


2015 Peer Group

~~2012 Peer Group~~

~~Restaurants~~Restaurant	Retail	~~Hospitality~~
Brinker International, Inc.	Aeropostale Inc.
Buffalo Wild Wings, Inc.	~~Hyatt Hotels Corporation~~Chico’s FAS Inc.
The Cheesecake Factory Incorporated	~~Chicos FAS Inc.~~	~~Wyndham Worldwide Corporation~~
~~Chipotle Mexican Grill Inc.~~	Children’s Place Retail Stores Inc.
Chipotle Mexican Grill, Inc.	DSW Inc.
Cracker Barrel Old Country Store, Inc.	~~Collective Brands,~~Finish Line, Inc.
DineEquity, Inc	Genesco Inc.
Domino’s Pizza, Inc.	Urban Outfitters, Inc.
Panera Bread Company
Ruby Tuesday, Inc.
~~Darden Restaurants, Inc.~~	~~Dick’s Sporting Goods Inc.~~
~~DineEquity, Inc.~~	~~DSW Inc.~~
~~Panera Bread Company~~	~~RadioShack~~Sonic Corporation
~~PF Chang’s China Bistro, Inc.~~
~~Ruby Tuesday, Inc.~~
~~Sonic Corporation~~
The Wendy’s Company

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 3143


CD&A — IV. ELEMENTS OF COMPENSATION

IV. ELEMENTS OF COMPENSATION

~~The~~

Our executive compensation programs consist of the elements ~~we use~~summarized below, and are designed to (a) achieve our compensation objectives, ~~and to~~(b) enable the Company to attract, retain, motivate, engage, and reward our NEOs and other executives, ~~are summarized below. The programs are designed to~~and (c) encourage an appropriate level of risk taking, as discussed later in this CD&A.


Element / Type of Plan	Link to Compensation Objectives	Key Features

Current Year Performance
Base Salary (Cash)	Fixed amount of compensation for performing day-to-day responsibilities. Provides financial stability and ~~security.~~security, and represents the smallest portion of TDC.	Competitive pay that is targeted to approximate a reasonable range of the median of the Market, taking into account job scope and complexity, criticality of position, knowledge, skills and experience. Generally, executives are eligible for an annual salary increase, depending on individual performance, market pay changes, and internal equity.

Annual Incentive (Cash)	Variable compensation component. Motivates and rewards for achievement of annual Company ~~annual~~ financial and operational goals, and in some years, other annual strategic ~~objectives measured over the current fiscal year.~~objectives.	~~Targeted~~Incentives are targeted to approximate a reasonable range of the Market median. Total potential payouts range from 0% - 200% of target payout. Goals and weighting are set annually for specific financial, operational, and/or strategic performance.Fiscal ~~2012~~2015 goals are described in Section VI.b.

Multi-Year Performance
Long-Term Incentive (LTI) ~~(Equity / Cash for Qdoba CEO only)~~(Equity)	Variable compensation component. Motivates and rewards for ~~sustaining~~sustained long-term financial and operational performance ~~that increases the value of our brands and~~designed to increase long-term stockholder value. Encourages continued employment through required vesting periods in order to obtain shares. Stock ownership and holding requirements align the financial interests of our executives with the financial interests of our stockholders.	~~Grant~~LTI guidelines are reviewed annually and set to result in total pay that is within a reasonable range of the Market median. Actual grants may vary from the LTI guideline based on individual performance. Stock ~~Options:~~Options~~Option~~: In fiscal 2015, option awards ~~represent 50%~~represented 34% of aneach executive’s ~~grant~~LTI guideline; they vest ratably over 3three years and expire 7seven years from the grant date. The exercise price is equal to the closing price of Jack in the Box Common Stock on the date of grant. ~~(The Qdoba CEO does not receive annual stock option grants.)~~ Performance ~~Awards:~~Awards (PSUs) ~~Jack in~~: In fiscal 2015, PSUs represented 33% of the ~~Box — Performance Share Units (“PSUs”) represent 30% of grant~~LTI guideline, are payable in stock, and vest ~~upon~~at the end of three fiscal years, subject to achievement ~~if any,~~ of pre-established performance goals.The goals ~~over a 3-fiscal year performance period.~~ ~~Qdoba CEO — Performance Units represent 80% of long-term incentive value; cliff vest and are payable in cash three years from date of~~for the FY 2015-2017 grant ~~to the extent continued service and performance goals are met during 3-fiscal year performance period.~~ ~~2012-2014 goals~~ are described in Section ~~VI.b.~~VI.c. Restricted Stock Units (RSUs): In fiscal 2015, RSUs ~~represent 20%~~represented 33% of ~~grant~~the LTI guideline, vest 20% per year over 5five years, ~~and~~ are payable in stock, with shares subject to ~~the~~a holding requirement until termination of ~~service (100% of after-tax net shares for executives that have not met their stock ownership guideline, or~~service. (Generally, the holding requirement is 50% of after-tax net shares for executives who ~~have~~ met their stock ownership guideline, with some grants subject to 100% holding if the ~~guideline)~~executive had not yet met their guideline at the time of grant).Refer to Section VIII for plan changes in fiscal 2016.

Attraction & Retention
Perquisites (Cash)	Provides a limited cash value for certain other benefits that are typically offered to executives in the Market.	~~Taxable~~A taxable benefit is provided to executives and paid bi-weekly. ~~Intended~~This benefit is intended to defray expenses for financial planning, and the executive’s use of their personal automobile and cell phone for business purposes.

Retirement Benefits (Pension, SERP, Deferred ~~Compensation, SERP)~~Compensation)	Provides for retirement income to reward service and commitment to the Company and to encourage retention.	Pension — ~~Participation in same~~The Company sponsors an employee pension plan ~~as other employees~~that provides benefits based on years of service and earnings up to IRC limitations. The plan ~~will sunset~~was closed to employees hired on or after January 1, 2011, and was “sunset” on December 31, ~~2015.~~2015, after which time participants no longer accrue added benefits based on additional pay or service. Three NEOs are participants in the plan. Supplemental ~~Pension~~Executive Retirement Plan (“SERP”) — The SERP ~~is available to 3 NEOS who were hired or promoted prior to 2007; plan~~ was closed to new participants in 2007. ~~Provides~~One NEO is a participant in the plan as he was hired as an Officer prior to 2007. The plan provides retirement income, on a non-qualified basis, ~~relating~~without regard to ~~a certain percentage of compensation in excess of~~ IRC limitations. ~~EDCP~~Executive Deferred Compensation Plan (“EDCP”)— ~~Non-qualified executive~~The EDCP is a non-qualified deferred compensation plan ~~(“EDCP”)~~ that is offered to ~~other~~ highly-compensated employees. Executives hired or promoted to an Officer position after 2007 (and not eligible for the SERP), including four NEOs, receive an additional Company contribution to the EDCP for ~~10 years.~~ten years from their respective hire dates.

3244JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT


								CD&A — V. COMPENSATION DECISION-MAKING PROCESS

V. COMPENSATION DECISION-MAKING PROCESS

a. Role of the Compensation Committee

The Committee works closely with its independent consultant and meets regularly, including in executive session without ~~management~~members of Management present, to make decisions on our executive compensation program and on the compensation of our CEO and other executives. The Committee reviews a variety of market data and information, including Company, Peer Group, restaurant/retail industry, ~~Market data~~ and ~~other relevant~~general industry compensation information, and considers the recommendations of its independent consultant when making compensation decisions. The Committee Chair reports the actions of the Committee to the Board at each regular meeting.

The Committee’s responsibilities include reviewing and ~~approving the:~~approving:

~~Compensation~~The Peer Group;

~~Compensation~~Our compensation philosophy;

~~Amount~~The amount and form of executive ~~compensation;~~

compensation (pay increases, equity grants);

CEO performance and compensation, and executive officer compensation;

Annual and long-term incentive plans and benefit plans;

Performance metrics and goals, and the achievement of ~~goals, in~~ annual and long-term incentive ~~plans;~~

plan goals;

~~Equity grants;~~

Board compensation; and

~~Board compensation; and~~

Annual proxy statement/CD&A ~~disclosure, which the Committee recommends to the Board for inclusion in the Company’s Proxy Statement.~~

disclosure.

b. Role of the Independent Compensation Consultant

The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy” or the “Consultant”) as its independent compensation consultant since January 2010. The Consultant reports directly to the Committee and performs no other work for the Company. The Committee has analyzed whether the work of Semler Brossy as a compensation consultant ~~has raised~~raises any conflict of interest, taking into consideration the following factors: (i) ~~the provision of~~whether Semler Brossy provides any other services to the ~~Company by Semler Brossy;~~Company; (ii) the amount of fees ~~from~~paid by the Company ~~paid~~ to Semler Brossy as a percentage of ~~the firm’s~~Semler Brossy’s total revenue; (iii) Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with anany executive ~~officer~~officers of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Committee; and (vi) any stock of the Company owned by Semler Brossy or the individual compensation advisors ~~employed by the firm.~~whom it employs. The Committee

has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisors

employed by Semler Brossy as compensation consultants to the ~~Company~~Committee has not created any conflict of interest.

The Consultant ~~performs~~does the following ~~responsibilities:~~for the Committee:

Attends Committee meetings;

Provides independent advice to the Committee on current trends and best practices in compensation design and program alternatives, and advises on plans or practices that may improve ~~effectiveness;~~

effectiveness of our compensation program;

Provides and discusses peer group and survey data for competitive ~~comparisons;~~comparisons and, based on this information, offers independent recommendations on CEO and NEO compensation;

Reviews the CD&A ~~compensation tables,~~ and other compensation-related disclosures in our proxy statements;

Offers recommendations, insights and perspectives on compensation related matters;

Evaluates and advises the Committee regarding enterprise and related risks associated with executive compensation components, plans and structures; and

~~Supports~~Assists the Committee ~~to ensure~~in designing executive compensation programs that are competitive and align the interests of our executives with those of our stockholders.

In fiscal ~~2012,~~2015, Semler Brossy attended all Committee meetings in person or by telephone, including executive sessions as requested, and consulted frequently with the Committee Chair between meetings. Semler Brossy reviewed this CD~~&A and the tables contained in this Proxy Statement.~~&A.

c. Role of the CEO in Compensation Decisions

When making decisions on executive compensation, the Committee considers input from the Company’s CEO, who reviews the performance of the other NEOs and executives ~~(other than herself);~~ and ~~in consultation with the Company’s compensation and benefits department,~~ provides ~~her~~his recommendations to the Committee on ~~NEO~~NEOs’ and other executives’ compensation. The Company’s Chief People, Culture & Corporate Strategy Officer (“CPO”), compensation and benefits department, and the CFO and finance department also provide information and answer the Committee’s questions regarding Company financial targets and projections. The CEO ~~also~~ meets privately with the Committee and its consultant to discuss ~~her~~his executive pay recommendations, and provides ~~her~~his insight and perspectives to the Committee on the reports and recommendations of the Committee’s ~~Consultant~~consultant relating to plan design and strategies, goal setting, payout structure, stock grants and holding requirements, and ~~other~~ related topics.

The Committee reviews and discusses pay decisions related to the CEO in executive session without the CEO or any other members of ~~management~~Management present.

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 3345


CD&A — VI. FISCAL 2015 COMPENSATION

VI. FISCAL ~~2012~~2015 COMPENSATION

a. Base Salary

In fiscal ~~2012,~~2015, the Committee approved the following NEO salary increases, effective November ~~2011,~~2014, to maintain Market competitiveness, and to recognize individual performance, skills, experience, and criticality of ~~position, and~~position. The Committee gave Mr. Comma a higher percentage salary increase than the other NEOs to ~~maintain market competitiveness.~~achieve its objective of bringing his pay closer to the Market median over time.

2012 Base Salary Increases
Name    FY 2011 Salary
(000s)    FY 2012 Salary
(000s)    %
Increase
Ms. Lang
   $ 933       $ 966       3.5%
Mr. Rebel
   $ 487       $ 506       3.9%
Mr. Comma⁽¹⁾
   $ 460       $ 506       10.0%
Mr. Rudolph
   $ 431       $ 456       5.8%
Mr. Beisler
   $ 368       $ 385       4.6%


2015 Base Salary Increases

Name	Fiscal 2014 Salary (000s)		Fiscal 2015 Salary (000s)		% Increase
Mr. Comma (CEO)	$	800	$	850		6.2%
Mr. Rebel (CFO)	$	540	$	556		3.0%
Mr. Rudolph (CLO)	$	485	$	502		3.5%
Ms. Allen (JIB President)⁽¹⁾		N/A	$	500		—
Mr. Casey (Qdoba President)	$	412	$	428		3.9%

⁽¹⁾

Mr. Comma was promoted to President and Chief Operating Officer effective 5/14/2012, at which time he received an additional 8.7% salary increase to $550,000 to recognize his increased role and responsibilities and to position pay competitively withMs. Allen joined the ~~Market for his new position.~~Company during fiscal 2015, on October 27, 2014.

b. Performance-Based Annual Incentive Compensation (Cash)

~~The~~In November 2014, the Committee approved the annual incentive goals ~~in November 2011~~ for fiscal ~~2012 after the Board approved~~2015 consistent with the Company’s fiscal ~~2012~~2015 operational plan and ~~budget. The EPS metric used in fiscal 2011 excluded franchise reimage incentive payments~~budget approved by the Board. For Brand Services executives (Mr. Comma, Mr. Rebel and ~~gains on sales of company restaurants;~~Mr. Rudolph), the ~~EPS metric used in 2012 (“Operating EPS”) excluded restructuring charges and gains on sales of company restaurants. The Committee approved~~annual goals included: (1) Operating EPS, ~~as the fiscal 2012 goal for Jack in the Box because it uses~~using the same calculation that ~~management~~Management and the investment community commonly use to assess the Company’s ~~performance,~~performance; and ~~it facilitates communication with participants in~~(2) Consolidated Restaurant Operating Margin (ROM), as described below. For Ms. Allen, the ~~incentive plan.~~JIB President, and Mr. Casey, the Qdoba President, the goals included a combination of the corporate Operating EPS goal, and specific goals for each of their respective brands.

When setting fiscal ~~2012~~2015 annual incentive goals, the Committee and our CEO considered: (1) the Company’s fiscal ~~2012~~2015 operational plan and budget, then-current economic

conditions, and potential events that could impact future sales and earnings levels; ~~the results of~~(2) a sensitivity analysis of Company and brand performance results relative to the incentive targets; and (3) the advice of the Committee’s Consultant. Based on this review, the Committee ~~approved specified~~set goals ~~for Jack in the Box and Qdoba~~based on key financial metrics that it believed ~~were challenging yet reasonable, and~~ would increase stockholder value if ~~achieved.~~achieved, with target and higher goals set at challenging, yet reasonable levels. The plan structure and relative weights of each goal are shown in the table ~~below~~below.


Brand Services Executives		JIB/Qdoba Brand Executives
70%	Jack in the Box Inc. Operating EPS	30%	Jack in the Box Inc. Operating EPS
30%	Consolidated ROM	40%	JIB/Qdoba Segment Operating Income
		30%	JIB/Qdoba ROM

The following table describes each goal and the reason for its ~~rationale, and its relative weight~~inclusion in the annual incentive plan.


~~2012~~2015 Performance Metrics	~~Weight~~			Why Goal Is Used
~~JACK IN THE BOX~~
Operating EPS (diluted)⁽¹⁾		~~60%~~			This is a primary measure of how well the Company is performing overall, and is a key driver of stockholder return over the ~~long-term.~~long term. This metric excludes restructuring charges and gains and losses from ~~the sale of company restaurants.~~refranchising.
Consolidated Restaurant Operating Margin ~~(“ROM”)~~(ROM)		~~20%~~			Consolidated ROM measures how effectively the Company manages its business operations and costs, and is a key performance metric for alignment with our franchise operators, our franchising strategy, and our stockholders and potential investors.
~~Strategic Goals~~ ~~- JIB System Average Unit Volume (“AUV”)~~ ~~- G&A Improvement~~JIB/Qdoba Segment Operating Income		20	%		These strategic goals reward for a) the progress toward our long-term goal of increasing restaurant AUVs by growth in same-store sales and market share, and b) developing a comprehensive plan to reduce G&A, including re-engineering, restructuring, and process improvements.
~~QDOBA~~
~~Earnings Before Interest,~~ ~~Depreciation & Amortization (“EBITDA”)~~		~~75%~~			~~Qdoba EBITDA~~Brand Segment Operating Income is a key performance metric for measuring operational performance relative to ~~profitability.~~profitability, and is reported in the footnotes to our financial statements as Earnings from Operations by Segment, beginning with the Annual Report on Form 10-K for fiscal 2014. It includes all earnings for the specified brand — all revenue less costs — before interest and taxes, where such costs include regional administrative costs, but excludes unallocated costs related to shared service functions (such as accounting/finance, human resources, audit services, legal, tax and treasury) as well as unallocated costs such as pension expense and share-based compensation.
JIB/Qdoba Restaurant Operating Margin ~~(“ROM”)~~(ROM)		~~25%~~			~~Qdoba~~Brand ROM measures how effectively ~~the Company manages its~~JIB and Qdoba manage their respective business operations and costs, and is a key performance metric ~~for alignment~~that aligns with ~~our~~the interests of each brand’s franchise operators, ~~and~~as well as with our stockholders and potential investors. ~~This metric was added in 2012~~

⁽¹⁾

Operating EPS refers to ~~transition Qdoba~~diluted EPS from continuing operations on a ~~single goal to multiple goals~~GAAP basis excluding restructuring charges and ~~to better align with~~gains/losses from refranchising. For a reconciliation, please see the ~~Jack in the Box plan.~~Company’s current report on Form 8-K and accompanying press release filed November 17, 2015.

46 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								CD&A — VI. FISCAL 2015 COMPENSATION

34Fiscal 2015 Performance Results

The Company performed well above target and near the maximum performance goals set for both fiscal 2015 performance metrics, Operating EPS and Consolidated ROM. The JIB brand outperformed the maximum performance goals set for both Segment Operating Income and ROM. The Qdoba brand performed at target for Segment Operating Income and above threshold but below target for ROM. The charts below show actual financial performance relative to target performance for the two corporate goals and the two JIB and Qdoba brand-specific goals, respectively.

LOGO

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT47

~~Fiscal 2012 Performance Results~~

~~Financial targets and actual 2012 performance for the Jack in the Box EPS and ROM and Qdoba EBITDA and ROM goals are shown in the charts below.~~
CD&A — VI. FISCAL 2015 COMPENSATION

Fiscal 2015 Payouts

The strategic goals (accounting for 20% of the target Jack in the Box annual incentive) were subject to a minimum Operating EPS threshold of $0.83, which, once met, permitted the Committee to exercise discretion to reduce the payout based on the Committee’s determination of the level of achievement attained. The Committee approved maximum achievement based on consideration of:

~~Same-store sales performance compared to performance of our key competitors;~~

~~Improvement in operational execution in the areas of speed of service and Voice of Guest (“VOG”) scores;~~

~~An increase in Jack in the Box system AUV of 3.6%, including same-store sales growth of 4.6% at Company restaurants; and~~

The development of a business model re-engineering process, that includes restructuring, outsourcing, and further integrating shared services across brands; anticipated to result in approximately $12 million of future annualized savings.

~~Fiscal 2012 Payouts~~

~~The 2012~~2015 target and maximum annual incentive payout percentages for the NEOs, expressed as a percentage of annual base salary, are shown in the table below. The target and maximum payout percentages are set by position level, taking into account the compensation competitive analysis described in Section III.a. and each executive’s role in the Company. There is no minimum amount of incentive ~~plan~~ payout guaranteed for the ~~NEOs.~~NEOs, but the maximum amount is capped at 2x target payout (which is 200% of salary for the CEO, and 150% of salary for the other NEOs). Based on fiscal 2015 performance, the CEO and the other two Brand Services NEOs received annual incentive payouts of 192.0% of target; the JIB President received 197.5% of target payout, and the Qdoba President received 115.0% of target. The ~~percentages~~payouts as a percent of annual salary are shown below.


	Potential Payout (As Percent of Annual Salary)						Target Incentive (000s)		Actual Payout (As Percent of Target Payout)			Actual Payout (As Percent of Annual Salary)			Actual Incentive Payout (000s)
	Target			Max			Target Incentive (000s)		Actual Payout (As Percent of Target Payout)			Actual Payout (As Percent of Annual Salary)			Actual Incentive Payout (000s)
Mr. Comma (CEO)		100	%		200	%	$	850		192	%		192	%	$	1,632
Mr. Rebel (CFO)		75	%		150	%	$	417		192	%		144	%	$	801
Mr. Rudolph (CLO)		75	%		150	%	$	377		192	%		144	%	$	724
Ms. Allen (JIB President)⁽¹⁾		75	%		150	%	$	346		198	%		148	%	$	684
Mr. Casey (Qdoba President)		75	%		150	%	$	321		115	%		86	%	$	369

⁽¹⁾

The figures shown for Ms. Allen are prorated as she began employment one month after the start of fiscal 2015.

c. Long-Term Incentive Compensation

In fiscal 2015, the long-term incentive program for all our Company NEOs was comprised of 34% stock options, 33% performance share units (PSUs), and 33% restricted stock units (RSUs). The Committee chose these forms of equity awards and weightings to (a) provide options which align executive pay with the creation of value for our stockholders through stock price appreciation, (b) provide PSUs that directly link executive pay to achievement of longer-term Company financial and operational goals, and (c) provide time-vested RSUs to facilitate stock ownership and retention. In fiscal 2015, all executives (Brand Services, JIB Brand, and Qdoba Brand) shared the same PSU goals.

Each year, the Committee’s Consultant advises the Committee on the long-term incentive (LTI) grant guidelines that reflect approximately the median of Market TDC when combined with base salary and the target annual incentive. For the fiscal 2015 grant, the Committee considered the equity grant guidelines, the Company’s overall performance, each brand’s performance for the prior fiscal year, recommendations from the CEO (except with regard to his own compensation), and input from the Consultant to determine the actual grant value for each NEO and executive.

48 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								CD&A — VI. FISCAL 2015 COMPENSATION

The chart below illustrates our LTI structure and the key elements of each type of award for our NEOs and other executives for fiscal 2015.

LOGO

Performance Share Units

PSUs are granted annually and vest after three years based on performance metrics that are established for the three-fiscal year performance period (“Performance Period”). The specific performance goals are either (a) set ~~by position level relative to Market data and~~at the beginning of the Performance Period, or (b) set annually at the beginning of each ~~executive’s role~~fiscal year of the Performance Period; in the ~~Company. Because we achieved all three~~latter case, the threshold performance goals set for the second and third years of the Performance period may not be lower than the threshold set for the first year. The Committee believes that for some metrics, setting annual performance goals improves its visibility into the relative attainability and difficulty of the goals and, as a result, better aligns performance and payouts.

PSUs Vested in 2015: PSUs awarded in November 2012 to Jack in the Box executives (based on the fiscal 2013-2015 performance period) vested and were payable in November 2015. Consistent with our pay for performance philosophy, the payout level was determined based on the average of the performance level attained in each fiscal year of the performance period for the two equally weighted goals, ~~at or near maximum,~~based upon (a) an ROIC from Operations measure and (b) JIB

Systemwide Average Unit Sales Growth (“JIB-AUV”). The average achievement level of payout on the ~~annual incentive payouts to Ms. Lang and Messrs. Rebel, Comma and Rudolph are close to maximum payout. Because we achieved the Qdoba ROM~~ROIC from Operations goal ~~at maximum and the EBITDA goal (weighted 75%)~~was above target at 147.9%, and achievement on the JIB-AUV goal was below target at 86.7%; together resulting in a weighted payout of 117.3% of the target number of PSUs granted.

PSUs Granted in Fiscal 2015: In November 2014, the Committee granted PSU awards to our NEOs and executives for the fiscal 2015-2017 performance period, based on two metrics: (a) an adjusted ROIC from Operations measure and (b) Consolidated Systemwide Sales Growth. The ROIC performance goals were established for the full performance period based upon performance for the third fiscal year (fiscal 2017), while the Sales goals were set only for the first year (fiscal 2015) of the Performance Period, with goals for fiscal 2016 and 2017 set at the beginning of each respective year. These metrics support the critical drivers of our success: growing top-line sales profitably at both brands, and encouraging prudent deployment of capital to drive the business. For each metric, the Committee believes the goals set are appropriately challenging, but ~~below maximum, the payout to Mr. Beisler is above target, but below maximum payout.~~reasonably attainable.

   Payout
(As Percent
of Salary) Target
Incentive (000s)    Actual Payout
(As Percent
of Salary)    Actual Incentive
Earned (000s)
      Target Max
Ms. Lang
   100 % 200 % $ 966.0       199.0%       $ 1,923.0
Mr. Rebel
   75 % 150 % $ 379.5       149.0%       $ 754.0
Mr. Comma
   75 % 150 % $ 379.5       149.0%       $ 754.0
Mr. Rudolph
   75 % 150 % $ 342.7       149.0%       $ 681.0
Mr. Beisler
   65 % 130 % $ 250.2       93.8%       $ 361.1

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 3549

~~c. Long-Term Incentive Compensation~~

~~In fiscal 2012 and prior years, the long-term incentive program for Qdoba executives differed from that for Jack in the Box. Each program is described below.~~

~~2012 Jack in the Box Long-Term Incentive Compensation~~
CD&A — VI. FISCAL 2015 COMPENSATION

~~Each year,~~The table below shows the ~~Committee’s Consultant provides long-term incentive (“LTI”)~~LTI awards to our NEOs in fiscal 2015. The grant guidelines that deliver approximately the median of Market TDC when combined with Jack in the Box salary and target annual incentive. For the fiscal 2012 grant, the Committee considered these equity grant guidelines, the Company’s overall prior fiscal year performance, recommendations from the CEO, and input from its Consultant, to determine the grant value for each NEO and executive.

~~The chart below illustrates our long-term incentive structure and key elements, which includes stock options, PSUs, and RSUs, the features of which~~values are ~~described in Section IV.~~~~Elements of Compensation~~.

Performance goals established for PSUs for the 2012-2014 performance period include: ROIC from Operations (“ROIC”) and guest satisfaction (VOG scores). ROIC is a key indicator of our ability to increase long-term stockholder value. The Committee selected ROIC as an appropriate long-term goal because ROIC improvements are best measured over time. The VOG program, administered and reported to us by a third-party, is based on guest responses to questions on factors such as quality of food, speed of service, and level of service. It has been a common, recognized, and respected means of measuring guest satisfaction in our industry.

~~Consistent with our pay for performance philosophy, PSUs granted in November 2009 (which were~~ based on the ~~fiscal 2010-12 performance period~~closing price of our stock on the date of grant and ~~payable in November 2012) did not yield any payout due~~the number of options or full-value shares or units subject to ~~performance failing to meet~~ the ~~minimum threshold goals established for ROIC and VOG.~~

~~2012 Qdoba Long-Term Incentive Compensation~~award (for options, using the Black Scholes value).

The Committee believes that the LTI program for the Qdoba CEO should (a) incentivize and reward for performance directly linked to increasing the value of the Qdoba brand, and (b) align a portion of the incentive with Jack in the Box performance. To achieve this objective, eighty percent (80%) of the 2012 LTI for Qdoba CEO Gary Beisler consisted of Qdoba Performance Units and twenty percent (20%) consisted of Jack in the Box Inc. RSUs (described above). Qdoba Performance Units consist of “Growth Units” and “Restricted Units” designed to

reward for achievement of performance targets relative to Qdoba’s net earnings for the three fiscal year period 2012-2014, and are payable in cash. The Company believes that net earnings is the best measure of overall Qdoba performance; is most similar to earnings per share for a public company; and is a prevalent performance metric used in the Market. Given Mr. Beisler’s plans to retire during fiscal 2013, he will be eligible to receive a pro-rated portion of these Performance Units at the end of the performance period.

36~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~

Fiscal 2012 Long-Term Incentive Grants to NEOs
   Stock Options    PSUs
(At Target)    Time-Vested RSUs
Name    # Options    Grant Date
Fair Value
(000s)    # Units    Grant Date
Fair Value
(000s)    # Units    Grant Date
Fair Value
(000s)    Total
(000s)
Ms. Lang
   209,268       $ 1,542.3       41,833       $ 781.0       27,888       $ 520.7       $ 2,844.0
Mr. Rebel
   67,298       $ 496.0       13,446       $ 251.0       8,964       $ 167.4       $ 914.4
Mr. Comma⁽¹⁾
   56,276       $ 414.7       11,244       $ 209.9       7,496       $ 139.9       $ 764.5
Mr. Rudolph⁽¹⁾
   40,506       $ 298.5       8,093       $ 151.1       5,395       $ 100.7       $ 550.3
QDOBA

            Performance Units
(Target Value)    Time-Vested RSUs
Mr. Beisler⁽²⁾
   N/A       N/A       $400.0       4,980       $ 93.0       $ 493.0


Fiscal 2015 Long-Term Incentive Awards to NEOs

	Stock Options				PSUs (At Target)⁽¹⁾				Time-Vested RSUs
Name	# Shares Underlying Options		Grant Date Fair Value (000s)		# Units		Full Three Year Value (000s)		# Units		Grant Date Fair Value (000s)		Total (000s)
Mr. Comma (CEO)⁽²⁾		45,960	$	1,013		15,167	$	1,115		15,167	$	1,115	$	3,244
Mr. Rebel (CFO)		12,842	$	283		4,237	$	312		4,237	$	312	$	906
Mr. Rudolph (CLO)⁽²⁾		11,171	$	246		3,686	$	271		3,686	$	271	$	788
Ms. Allen (JIB President)⁽³⁾		7,783	$	172		2,568	$	189		2,568	$	189	$	549
Mr. Casey (Qdoba President)		7,004	$	154		2,311	$	170		2,311	$	170	$	494

⁽¹⁾

The PSU award values reflect the “target” number of shares for theentire three-fiscal year performance period of the award (fiscal 2015-17); in contrast, the “Grants of Plan-Based Awards” table includes the “grant date fair value” for only one performance year with regard to one of the two metrics, Consolidated Systemwide Sales Growth, since goals for that metric were set for only the first year of the Performance Period.

⁽²⁾

~~Equity grant reflects a value lower than~~Under the ~~targeted incentive value due to offsets applied from previous restricted stock grants under the~~Company’s prior executive stock ownership ~~program.~~program (in place through 2010), in order to facilitate stock ownership, executive officers at the SVP level and higher were given grants of full value stock awards to meet and maintain their stock ownership guideline. These awards consisted of restricted stock awards (RSAs) prior to fiscal 2009, and restricted stock units (RSUs) in fiscal 2009 and 2010. Both forms of awards vest over ten years; RSAs are held in an escrow account until the executive’s separation of service, while RSUs are converted to shares and distributed upon the executive’s separation. In fiscal 2011, the Company transitioned to time-vested RSUs with after-tax net share holding requirements until separation. The value of the RSAs or RSUs granted earlier (under the prior stock ownership program) was applied to offset, or reduce, later equity awards granted to such executives over the succeeding five years (through fiscal 2015 for both Mr. Comma and Mr. Rudolph, whose fiscal 2015 equity grants thus reflect such offsets).

⁽²⁾⁽³⁾

~~For Mr. Beisler, Performance Units are based~~During fiscal 2015, Ms. Allen also received a new hire grant of 4,207 RSUs, which vest 33% per year over three years on ~~Qdoba net earnings, and payable~~each anniversary of the grant, as included in ~~cash.~~the Summary Compensation Table “Stock Awards” column.

~~Grant Detail~~

The number of options and full-value shares or units granted was determined by dividing the grant value by the 60-day average closing price of Jack in the Box Common Stock two weeks prior to the November 2011 Committee meeting at which the grants were approved by the Committee. A 3:1 ratio (option to full value share) was applied to determine the number of options granted. In accordance with our standard practice, the grant date of the fiscal 2012 awards was the second business day of the “window period” that opened in accordance with the Company’s Employee/Insider Trading Policy, after the release of the prior fiscal year-end earnings.

d. Cash Perquisite Allowance

~~The~~Executives receive an annual cash perquisite allowance, ~~amounts in fiscal 2012 are shown opposite.~~intended to defray expenses for financial planning, and the executive’s use of their personal automobile and cell phone for business purposes. The allowance is taxable to each executive, and the Company does not provide a related tax gross-up.

Name    Allowance
Ms. Lang
   $ 66,500
Mr. Rebel
   $ 52,000
Mr. Comma
   $ 52,000
Mr. Rudolph
   $ 52,000
Mr. Beisler
   $ 45,700


Name	Allowance
Mr. Comma (CEO)	$	66,500
Mr. Rebel (CFO)	$	52,000
Mr. Rudolph (CLO)	$	52,000
Ms. Allen (JIB President)	$	45,700
Mr. Casey (Qdoba President)	$	45,700

e. Fiscal 2015 Compensation for New Brand President

On October 27, 2014, Ms. Frances Allen joined the Company as Jack in the Box Brand President at a base salary of $500,000. Consistent with her position in the Company’s compensation structure and along with the other NEOs, Ms. Allen was granted (i) a target fiscal 2015 annual incentive, in her case, of 75% of her base salary; (ii) an LTI Plan grant with a target value of $500,000 at grant, consisting of a mix of stock options, PSUs and RSUs, with the RSUs subject to holding requirements; and (iii) an annual cash perquisite allowance of $45,700. Pursuant to her offer letter, her new hire package also consisted of: (a) a one-time new hire grant of RSUs with a grant date fair value of $300,000, and subject to a three-year vesting

schedule at 33% per year; (b) a conditional $200,000 sign-on bonus, which she would be required to repay on a pro-rata basis if her employment with the Company ends for certain reasons before she completes two years of service; (c) relocation costs that include reimbursement for temporary housing and a lump sum payment; and (d) in the event the Company should determine not to continue her employment without cause, the right to severance pay equal to twelve months of base salary. The one-time grant of RSUs and sign-on bonus were intended to help compensate Ms. Allen for the value of the equity grants and bonuses she would forfeit by leaving her prior employer to join the Company.

50JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT37


								CD&A — VII. ADDITIONAL COMPENSATION INFORMATION

VII. ~~OTHER BENEFIT PROGRAMS AND POLICIES~~ADDITIONAL COMPENSATION INFORMATION

a. Executive Stock Ownership Requirements

a.Our senior vice presidents and higher, including our NEOs, are subject to stock ownership guidelines. The guidelines are intended to assure that these executives maintain a meaningful financial stake in the Company in order to promote a long-term perspective in managing the business, and to align their long-term financial interests with those of our stockholders.

Our stock ownership guidelines consist of (1) an ownership requirement set as a multiple of salary and (2) a holding requirement applying to after-tax net shares of vested RSUs and, beginning in fiscal 2016, PSUs.

Prior to 2011, the executive stock ownership program consisted of one-time grants of restricted stock units that had to be held until the executive’s termination of service with the Company.

1.Stock Ownership Guideline


Position	Minimum Ownership (multiple of base salary)
Chairman and CEO		5.0x
Executive Vice President		3.0x
Jack and Qdoba Presidents		3.0x
Senior Vice President		1.5x

2.Holding Requirements

Executives are required to hold until termination of service, a minimum of 50% of after-tax net shares resulting from the vesting of RSUs. (For annual RSU grants through November 2014 made to executives who had not yet met their ownership guideline, 100% of net shares were required to be held.) PSU grants made in fiscal 2016 and later will also be subject to a 50% holding requirement.

NEO Stock Ownership

Each year, the Committee reviews our NEOs stock ownership relative to their respective requirement, with new executives expected to meet their ownership requirement within five years from the date they became subject to the requirement.

As of the end of fiscal 2015, all of our NEOs met their stock ownership requirement except Ms. Allen and Mr. Casey, who were hired in October 2014 and March 2013, respectively.


Name	Shares Directly Held		Restricted Stock/ Unvested Shares⁽¹⁾		Total Shares		Value at 9/27/15 @ $79.71 (000s)		Stock Ownership Requirement (000s)		Meets Requirement
Mr. Comma (CEO)		16,022		72,508		88,530	$	7,057	$	4,250		Yes
Mr. Rebel (CFO)		20,252		79,412		99,664	$	7,944	$	1,668		Yes
Mr. Rudolph (CLO)		11,338		70,930		82,268	$	6,558	$	1,506		Yes
Ms. Allen (JIB President)		0		6,775		6,775	$	540	$	1,500		No
Mr. Casey (Qdoba President)		337		4,302		4,639	$	370	$	1,284		No

⁽¹⁾

This column includes restricted shares and unvested RSUs; and for Mr. Comma, also includes deferred performance vested restricted stock. Unvested PSUs and unvested or unexercised options do not count toward meeting ownership guidelines.

b. Executive Benefits

Our NEOs and other executives receive the same benefits as those generally available to other employees in the Company. Both Company-subsidized and voluntary benefit programs are provided and include medical, dental, vision, life insurance,

and disability coverage. Additionally, the Company provides each NEO with an enhanced level of employer-paid term life insurance with a ~~total~~ value for each ~~executive~~NEO of $770,000.

b.JACK IN THE BOX INC.ï 2016 PROXY STATEMENT51


CD&A — VII. ADDITIONAL COMPENSATION INFORMATION

c. Retirement Plans

The Company’s retirement plans are designed to provide our employees, including our NEOs and other executives, with some retirement income security. These plans reward for

service and provide an additional incentive for our employees to build long-term careers at Jack in the Box.

Defined Benefit Pension Plan (“Retirement Plan”) ~~—Our~~. Three NEOs ~~along with our~~and all other employees ~~generally~~hired before 2011 are participants in a tax-qualified defined benefit pension plan. ~~The Retirement Plan~~This plan was closed to new employees hired on or after January 1, 2011, and ~~will~~ “sunset” on December 31, 2015. This means that our participating NEOs and employees ~~will~~ no longer accrue additional benefits based on additional pay and service as of ~~this~~that date. Participants in the pension plan ~~including our NEOs, receive~~may begin receiving their accrued benefit aton or after retirement.

Supplemental Executive Retirement Plan (“SERP”) ~~—In addition to the Retirement Plan, three~~. One of our NEOs and ~~a limited number of~~two other executives ~~and employees~~ are participants in the SERP. Effective January 1, 2007, the SERP was closed to new participants. The SERP is unfunded and not qualified for tax purposes. The SERP was established in ~~1990 to address IRC limitations on pension benefits that could be accrued under our Retirement Plan.~~

1990 to address Internal Revenue Code (“IRC”) limitations on pension benefits that could be accrued under our tax-qualified pension plan.

Non-Qualified Deferred Compensation Plan (“EDCP”) —. Our NEOs and other highly-compensated employees who, ~~are~~until January 1, 2016, were excluded from participating in our qualified 401(k) Plan, are eligible to participate in our

EDCP. Participants may defer up to 50% of base salary, and up to 85% of their annual cash incentive. The Company matches 100% of the first 3% of deferred base salary and annual incentive. These obligations represent an unsecured claim against the Company.

non-qualified deferred compensation plan. Participants may defer up to 50% of base salary and up to 100% of their annual cash incentive (a maximum of 85% of annual incentive beginning in fiscal 2013). The Company matches 100% of the first 3% of deferred base salary and annual incentive. These obligations represent an unsecured claim against the Company.

Enhanced ~~EDCP —~~EDCP. Due to the closure of the SERP in 2007, ~~any employee~~employees hired or promoted into a Corporate Vice President or above position on or after January 1, 2007 ~~receives~~receive an additional contribution to their EDCP account of 4% of base salary and annual incentive each year ~~to their EDCP account~~ for up to 10ten years.

~~Qualified 401(k) Plan (“E$P”) — Prior to 1990, executives were eligible to participate in~~ Four of our NEOs receive the Jack in the Box Inc. Easy$aver Plus Plan which includes a cash or deferred arrangement under IRC Section 401(k). Our current CEO participated in the E$P Plan at that time. Beginning in 1990, highly compensated employees were excluded from participating in the E$P Plan. Executives with existing balances in the E$P Plan are able to maintain their balances in the E$P Plan, however they can no longer make deferrals into the E$P.

enhanced EDCP.

~~c. Executive Stock Ownership~~d. Prohibition of Pledging and ~~Holding Requirements~~

In 2002, stock ownership guidelines were adopted that require our NEOs and senior vice presidents to maintain a minimum equity stake in Jack in the Box. The guidelines are based on a multiple of salary and are intended to assure that these executives maintain a meaningful financial stake in the Company to promote a long-term perspective in managing the business, and to align the long-term financial interests of these executives with those of our stockholders.

Prior to 2011, the executive stock ownership program included one-time grants of restricted stock that were required to be held until the executive’s termination of service with the Company. Since fiscal 2011, executives have been granted time-vested RSUs that include a share holding requirement until termination of service.


~~Position~~Hedging Transactions	~~Minimum Ownership~~ ~~(multiple of base salary)~~
~~Chairman and CEO~~		~~5.0x~~
~~President and COO~~		~~4.0x~~
~~Executive Vice President~~		~~3.0x~~
~~Senior Vice President~~		~~1.5x~~
~~Qdoba CEO~~		~~1.0x~~

~~Holding Requirement~~

Executives subject to stock ownership requirements are required to hold 100% of each RSU grant until their stock ownership guidelines are met, and required to hold 50% of each RSU grant if they have met their stock ownership guidelines. Holding requirements are applied on an after-tax net share basis.

38~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~

~~d. Named Executive Officer Stock Ownership~~

Ownership is reviewed annually by the Committee at the time equity grants are approved. At the beginning of fiscal 2012, each of our NEOs met their stock ownership requirement. As of the end of fiscal year 2012, Mr. Comma is the only NEO who has not met his requirement, as a result of his May 2012 promotion to President which increased both his salary and his ownership requirement from 3.0x to 4.0x his base salary.

Name    Direct
Ownership    Restricted
Shares/
Units    Total
Shares
Value at 9/30/12
@ $28.11
(000s)

Value of Stock
Ownership
Requirement
(000s)
   Meets
Requirement
Ms. Lang
   12,735       248,542       261,277       $ 7,344       $ 4,830       Yes
Mr. Rebel
   4,959       77,621       82,580       $ 2,321       $ 1,518       Yes
Mr. Comma
   874       50,748       51,622       $ 1,451       $ 2,200       No
Mr. Rudolph
   629       68,206       68,835       $ 1,935       $ 1,368       Yes
Mr. Beisler
   252       56,455       56,707       $ 1,594       $ 385       Yes

~~e. Derivative Transactions~~

The Company prohibits directors and Section 16 officers from engaging in certain derivative transactions in Company ~~stock. Officers, including NEOs, and their families, may not:~~stock, including:

~~Trade~~Trading in “puts”, “calls”, or other derivative ~~securities~~vehicles involving the Company’s ~~securities;~~

securities (often referred to as hedging transactions);

~~Engage~~Engaging in zero-cost collars, forward sales contracts or other hedging transactions in Company securities;

~~Hold~~Holding Company securities in margin accounts; ~~and~~

~~Pledge~~Pledging Company securities.

f.e. Executive Compensation Recovery (“Clawback”) Policy

The Company’s compensation recovery policy provides that in the event Jack in the Box Inc. materially restates all or a portion of its financial statements due to fraud or intentional misconduct, either committed by a Corporate Officer or knowingly permitted by a Corporate Officer, the Committee may take action to recover incentive cash compensation and performance-based equity awards that were based on the achievement of financial results that were subsequently restated. For purposes of this policy, a Corporate Officer is defined as an employee with the title of Corporate Vice President or above, and includes the ~~CEO~~JIB President and ~~COO of the Company’s subsidiary~~ Qdoba ~~Restaurant Corporation,~~President, as well as former Corporate Officers who were employed by the Company at the time of ~~the~~any fraud or intentional misconduct.

Executive compensation subject to recovery and/or cancellation may ~~include full or partial repayment of:~~include:

i)	~~Any annual~~Annual incentive or incentive cash compensation paid to the Corporate Officer, plus a reasonable rate of interest,

ii)	Economic gains realized from the sale of shares awarded under a performance-based equity plan, and

iii)	~~Cancellation of restricted~~Restricted stock or units, deferred stock awards or units, and outstanding stock options to the extent vesting of such awards is performance-based.

The Committee has the sole discretion to determine what action to take in the event of a restatement, including soliciting recommendations from the Audit Committee and the full Board and retaining outside advisors to assist in making its determinations. Any actions taken by the Committee would be independent of consequences imposed by law enforcement agencies, regulators or other authorities.

Beginning in November 2015, all PSU grant agreements contain specific terms providing that the award is subject to recoupment in accordance with any clawback policy that the Company adopts pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Act or other applicable law. The Committee will continue to review potential changes to ~~the Clawback Policy~~its policies in light of the Dodd-Frank Act ~~and any regulations or listing requirements based thereon.~~final regulations.

g.52 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								CD&A — VII. ADDITIONAL COMPENSATION INFORMATION

f. Termination of Service

None of the 2015 NEOs have employment ~~or severance~~ agreements that provide for benefits upon termination of service, except (a) in the event of a change in control (“CIC”) as described in the~~Compensation~~ “Compensation and Benefits Assurance Agreements”discussion in the next ~~section.~~ section, and (b) in the case of Ms. Allen, whose employment offer letter provides for payment to her of one year base salary in the event she is terminated without cause.

When an NEO terminates employment with the Company, the NEO will receive amounts according to the specific terms and provisions of each compensation plan or benefit plan ~~that~~in which he or she participates. Such amounts may include:

Amounts contributed to and ~~distributions~~distributed under the Company’s qualified and non-qualified deferred

compensation plans (subject to the specific terms and requirements of Internal Revenue Code (“IRC”) Section 409A).

~~compensation plans (subject to the specific terms and requirements of IRC Section 409A).~~

Under the Company’s equity incentive plan and standard equity agreements, upon a CIC: (a) accelerated vesting of PSUs based on the greater of actual or target performance attained as of the CIC, and (b) accelerated vesting of RSUs and options only upon both a qualified CIC and qualifying termination, as described in the “Compensation & Benefits Assurance Agreements” section below.

Amounts accrued and vested in the Company’s pension plans (Retirement Plan ~~and SERP)~~for three NEOs; plus the SERP for Mr. Rebel only).

If termination is after the end of the fiscal year but before payment, the annual cash incentive award, subject to the Company’s achievement of performance goals.

~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~39

If eligible to retire under a Company-sponsored retirement plan, in addition to the above, and consistent with the terms of our standard equity agreement, ~~the~~an executive is entitled to the following:

Accelerated vesting of options equal to 5% additional vesting for each full year of service with the Company.

Prorated vesting of ~~performance units~~PSUs and full vesting of time-vested RSUs in accordance with the vesting schedule of each award.

The Committee believes that Compensation & Benefits Assurance Agreements (otherwise known as a Change in Control or “CIC” Agreements) benefit stockholders by providing an important incentive to senior executives to remain focused on running the business in the case of a pending or actual ~~change in control~~CIC event.

Accordingly, each of the NEOs and ~~all Senior Vice Presidents and higher (a total of six officers),~~three other officers have a CIC Agreement ~~that provides~~providing for compensation in the form of a lump sum payment and other benefits in the event of a qualifying termination within 24 months of the effective date of the ~~change in control~~CIC of the Company (a “double-trigger” agreement). Each agreement has a term of two years, and is subject to automatic extension for additional two-year terms unless either party to the agreement gives notice of intent not to renew. Further details are set forth in the section entitled “Potential Payments Upon Termination of Employment or Change in Control.”

Three of the CIC Agreements currently in effect were entered into prior to 2009 and include a gross-up provision. We initially provided for these payments because they allow each individual to recognize the full intended economic benefit of the change in control compensation that we have determined is appropriate, and eliminate unintended disparities between executive officers that the parachute payment excise tax can arbitrarily impose. However, inIn 2009, in line with market

practices, the Committee determined not to enter into any future compensatory agreements with executives that obligate usthe Company to provide tax gross-up payments intended to offset the cost of excise taxes imposed on “excess parachute ~~payments”. Three~~payments.” Accordingly, no CIC ~~Agreements were~~agreements entered into ~~after~~since 2009

include gross-up provisions. One grandfathered CIC Agreement, entered into with our CFO prior to 2009, was still in effect at fiscal year-end, and ~~do not include~~includes a gross-up ~~provision (the~~provision.

The Company’s current form CIC Agreement). During fiscal 2012, the Committee reviewed the current form CIC Agreement, the purposes of providing the assurance benefits, and the relative payouts to executives and estimated costs of the current form CIC Agreements if triggered. Following this review and with advice from its Consultant, the Committee amended the form CIC agreement ~~and approved entering into amended agreements with the three executives with the current form CIC Agreements so as to provide each executive with~~includes a “best ~~after-tax provision”~~after-tax” provision where benefits would be reduced only if doing so would result in a better after-tax economic position for the affected executive. ~~As with the prior form CIC agreement,~~Under this provision, there are no gross-ups payable; the executive is solely responsible for payment of excise taxes and other applicable federal, state, and local income and employment taxes. The Committee plans to continue to monitor the costs and appropriate terms and conditions of CIC Agreements in the future.

A detailed discussion of the provisions of the CIC Agreements and associated monetary values is provided in the ~~section~~sub-section following the compensation tables entitledCompensation & Benefits Assurance Agreements.

Internal Revenue Code Section 162(m)

The Committee and its Consultant consider the IRC Section 162(m) implications of all compensation decisions for our NEOs and other executives. Section 162(m) places a one million dollar limit on the amount of compensation that the Company can deduct in any one year for certain NEOs. Certain performance-based pay is excluded from this limit. For the reasons discussed earlier, our compensation programs are designed to provide the largest portion of an executive’s compensation through programs intended to qualify as performance-based compensation under Section 162(m), including our annual performance incentive plan and long-term incentive plan in the form of stock options and performance share units. However, corporate objectives may not necessarily align with the requirements of Section 162(m). Accordingly, the Committee may grant awards or enter into compensation arrangements under which payments are not deductible under Section 162(m). Restricted stock awards are not considered performance-based under Section 162(m) and, accordingly, are subject to the one million dollar deductibility limit.

Internal Revenue Code Section 409A

Under IRC Section 409A, amounts deferred by an employee under a non-qualified deferred compensation plan (such as the SERP and EDCP) may be included in gross income when deferred and be subject to a 20% additional federal tax, unless the plan complies with certain requirements related to the timing of deferral election and distribution decisions.

The Company administers the SERP and EDCP intending to comply with Section 409A. The Company intends that its stock options are exempt from Section 409A.

Expensing of Stock Options

The Company accounts for compensation expense associated with options in accordance with the Financial Accounting Standards Board (“FASB”) authoritative guidance on stock compensation, and it uses a ~~binomial~~Black Scholes valuation model to determine the “fair value” of our stock options at grant.


								CD&A — VIII. FISCAL 2016 PROGRAM CHANGES

Long-Term Incentive — After a thorough review and discussion of our LTI program, the Committee, in consultation with its independent consultant and Management, approved a change to the vesting schedule for RSUs. Beginning with the November 2015 grant, to better align with the stock ownership guideline and common practice, RSUs will vest 25% per year. Additionally, the 50% holding requirement, already applicable to RSUs, will also apply to after-tax net shares resulting from vesting of PSUs beginning with the November 2015 grant. Further, the Committee approved adding to the Company’s form PSU grant agreement a specific term providing that the award is subject to recoupment in accordance with any clawback policy adopted pursuant to Dodd-Frank requirements.

Executive Cash Perquisite Allowance — To align internally with position scope, beginning in fiscal 2016, the cash perquisite allowance for the JIB and Qdoba President positions will increase to $52,000, the same level as for our Executive Vice Presidents.

Qualified 401(k) Plan — Effective January 1, 2016, our NEOs and other highly compensated employees who were previously excluded from participating in the Company’s qualified defined contribution plan, the Jack in the Box Easy$aver Plus Plan (the “401(k)”), may defer base salary and annual incentive compensation into the 401(k). The 401(k) includes a Company matching contribution equal to 100% of the first four percent of compensation deferred, with immediate vesting — the same as for all other employees.

Compensation and deferrals (and related Company matching contributions) into the 401(k) are subject to IRC limits.

Non-Qualified Deferred Compensation Plan (“EDCP”) — In light of IRC limits imposed on the 401(k) Plan, we sponsor an EDCP Plan into which our NEOs and other highly compensated employees may also defer base salary and annual incentive. In coordination with the 401(k) changes that took effect January 1, 2016, the EDCP Company matching contribution (previously 100% of the first three percent of compensation deferred) was replaced with a “restoration matching contribution.” This means the Company will match up to the full four percent contribution for participants whose deferrals to the 401(k) plan (and related Company matching contributions) were limited due to the IRC Code limits applicable to the 401(k). A Participant must be employed on the last day of the plan year to receive the restoration matching contribution, which will then be 100% vested. The contribution will be credited with earnings, gains, and losses in accordance with the EDCP.

Fiscal 2016 Peer Group Review and Change — Based on its annual Peer Group review in consultation with its independent consultant, the Committee approved modifying the Peer Group for fiscal year 2016 by removing two companies, Aeropostale and Ruby Tuesday, due to their relatively small size and lower market cap, and replacing them with another restaurant company, Papa John’s International Inc., and another retail company, Express, Inc. who are more appropriately sized and meet Peer Group criteria.


• COMPENSATION COMMITTEE REPORT		~~Peer Group~~ – As it does every year, the Committee in August 2012 reviewed the make-up of the Peer Group that we use to assess executive compensation. Working closely with its independent consultant, and considering the anticipated fiscal 2013 Company revenues, the Committee approved changes to the 2013 Peer Group to:

Remove PF Chang’s and Collective Brands, which are no longer publicly traded, and Dick’s Sporting Goods, Hyatt Hotels Corporation, RadioShack and Wyndham Worldwide Corporation, which no longer met the established characteristics (e.g., revenue, market capitalization, and systemwide sales) for our Peer Group, and;

~~Add Finish Line, Genesco, Urban Outfitters and Domino’s Pizza, which more closely meet the established characteristics for our Peer Group.~~

•

~~Qdoba CEO Executive Compensation Program Changes~~ ~~– As Qdoba continues to become a larger portion of the overall Jack in the Box Inc. enterprise, the Committee and management believe it is important to align~~

the Qdoba executive compensation program with the program established for Jack in the Box. Effective beginning fiscal 2013, the senior leadership team of Qdoba (including the CEO, COO, and certain other executives) will participate in plans similar to those of Jack in the Box, as follows:

Annual Incentive – For 2013, the performance metrics will include Qdoba EBITDA (60%) and Qdoba Restaurant Operating Margin (“ROM”) (20%); and Qdoba strategic goals will be added with a 20% weight.

Long Term Incentive – The long-term incentive program will consist of grants of Jack in the Box Inc. stock options (50%), PSU awards based on Qdoba performance goals of system same-store sales and cash-on-cash returns from new restaurant development (30%), and Jack in the Box RSUs (20%). Given the Qdoba CEO’s announcement of his intention to retire during fiscal 2013, Mr. Beisler was not awarded a stock grant in November 2012.


								COMPENSATION RISK ANALYSIS

Our base pay programs consist of competitive salaries that provide a fixed level of income on a regular basis. This mitigates ~~any incentive~~incentives on the part of our executives and employees to take unnecessary or imprudent risks.

The Board approves the Company’s strategic plan, capital budget, and long-term financial and operational plans that serve as the basis for setting short and long-term incentive goals. Goals are intended to drive stockholder value ~~with targets~~and are set relative to the approved budget, historical and future expected performance, and a reasonable amount of stretch so that they do not encourage imprudent risk taking.

Our annual incentive programs provide variable pay ~~opportunity~~opportunities for certain position levels based on achievement of multiple annual performance goals including both financial and, for some years, strategic goals. Goals are set at reasonable levels and payouts are managed as a percentage of pay, with maximum caps.

The largest amount of executive incentive compensation opportunity is tied to long-term incentive compensation that emphasizes sustained Company performance over time. This reduces incentive for executives and other employees to take risks that might increase short-term compensation at the expense of longer term Company results.

Equity awards have multi-year vesting, and RSU awards for executives have holding requirements until termination of service. This aligns the long-term interests of our NEOs and executives with those of our stockholders, and discourages taking short-term risks at the expense of longer-term performance.

The maximum awards that may be paid out under the annual and long-term incentive programs are capped at appropriate competitive levels, and the Committee retains the discretion to reduce payouts under the ~~plan.~~

plans.

The Committee has adopted a clawback/compensation recovery policy that allows the Committee to take action to recover both cash compensation and performance-based equity awards for all NEOs and executives in the event of a material restatement based on fraud or intentional misconduct.

Additionally, the Company has strong internal controls over the measurement and calculation of performance goals designed to keep them from being susceptible to manipulation.

Company policy also:

•

~~Prohibits hedging transactions involving our stock, which prevents executives from insulating themselves from poor stock performance by betting against our success;~~

Prohibits directors and executive officers from engaging in hedging transactions involving our stock, which prevents executives from insulating themselves from poor stock performance by betting against our success;

•

Prohibits pledges of Company stock and the holding of Company stock in margin accounts. This reduces the risk that executives might create incentives to focus on short-term performance at the expense of long-term performance; and

Prohibits directors and officers from pledging Company stock or holding Company stock in margin accounts. This reduces the risk that executives might create incentives to focus on short-term performance at the expense of long-term performance; and

•

Provides a formal ethics code of conduct, ethics helpline, and ethics training and communications to all employees. The ethics program is intended to reinforce a culture of integrity at the Company, including reducing the possibility of any manipulation of financial results for personal gain.

Has a formal ethics code of conduct and an ethics helpline, and provides ethics training and communications to employees. The ethics program is intended to reinforce a culture of integrity.

The Company also has an Internal Compensation Risk Committee that includes functional risk experts tasked specifically with evaluating potential unintended or unforeseen consequences of our compensation programs and their component parts.


								EXECUTIVE COMPENSATION


								EXECUTIVE COMPENSATION

The Retirement Plan is a Company-funded and tax-qualified retirement plan that was offered to ~~our NEOs and other~~ eligible employees hired ~~in 2010 or earlier~~prior to January 1, 2011 that have reached age 21 and completed one year of service (at least 1,000 hours/year). Three NEOs who were hired prior to 2011 participate in the Plan. Participants are 100% vested after completing five years (1,000 hours per year) of ~~service. As of December 31, 2015, our NEOs and employees will no longer accrue additional benefits based on additional pay and~~ service. Employees hired on or after January 1, 2011 are not eligible to participate in the ~~Plan.~~plan. As ~~applicable to our NEOs~~of December 31, 2015, employees will no longer accrue additional benefits based on additional pay and ~~employees, the~~service. The plan provides that a participant retiring at the normal retirement age of 65 will receive benefits based primarily on the formula described below:


(1)		~~One-percent (1%)~~1% of the average of the five highest consecutive calendar years of pay (“Final Average Pay”, includes base salary and annual incentive) out of the last ten years of eligible service, multiplied by the number of full calendar years and months while an eligible employee.

PLUS


		~~PLUS~~
(2)		0.4% of Final Average Pay in excess of Covered Compensation (average of the Social Security taxable wage bases) multiplied by the number of full calendar years and months while an eligible employee (up to a maximum of 35 years).

A participant in the Retirement Plan who has at least ten years of vesting service may elect to begin receiving reduced payments as early as age 55.

Note: Prior to 1989, benefits are subject to grandfathered minimum benefit accruals under the previous plan. Retirement plan benefits are (i) not permitted to be paid to participants while actively employed with Jack in the Box Inc. and (ii) typically paid in the form of a monthly annuity unless the present value of the accrued benefit is equal to or less than ~~$5,000~~$15,000 at termination and in such event, may be paid in the form of a lump sum payment.

Effective January 1, 2007, the SERP was closed to new participants. ~~Our NEOs, executives,~~Executives and certain “highly compensated employees” who were hired or promoted into such position prior to January 1, 2007 (including one NEO) are eligible to participate in the SERP. The SERP, established in 1990, provides for retirement benefits above amounts available under the Company’s Retirement Plan due to IRC limits that restrict benefits available under the Company’s tax-qualified plan. The SERP is unfunded and not qualified for tax purposes.

The SERP provides that a participant retiring at the normal retirement age of 62 will receive a benefit equal to a target replacement income, based on final average pay and service. When combined with other amounts payable under the


								EXECUTIVE COMPENSATION

Company’s tax-qualified pension benefit, and other qualified and non-qualified deferred compensation programs, the target

replacement income is up to 60% of Final Average Pay and subject to the following conditions:

Final Average Pay is defined as the average of the five highest calendar years of pay (base salary and annual incentive) out of the last ten years of employment with the Company.

Service is defined as the entire period of employment in calendar years and months while an eligible employee.

There is no reduction in the target replacement income (60%) if a participant has 20 or more years of service. For participants with less than 20 years of service, the target replacement income percentage is determined by multiplying the number of years of service times 3%, up to a maximum of 20 years.

To receive a retirement benefit under the SERP, a participant must attain the earlier of (i) age 62 or (ii) age 55 with ten years of service while employed at Jack in the Box ~~or while disabled. A participant may begin receiving~~

or while disabled. A participant may begin receiving payments as early as age 55 with a reduction in benefits equal to 5/12 of 1% for each month commencement of benefit payments precedes the participant’s attainment of age 62.

Benefits under the SERP are only available to retirees as monthly payments and cannot be received in a lump sum.

Death benefits are payable if a participant dies while employed.

The SERP provides for spousal joint and survivor annuities.

The following table provides information on the actuarial present value of the accumulated pension and SERP benefits as of the end of fiscal ~~2012~~2015 (September ~~30, 2012)~~27, 2015), using fiscal ~~2012~~2015 earnings (base salary and annual incentive). The maximum amounts used for the Retirement Plan do not exceed the IRS-prescribed limit applicable to tax-qualified plans ($~~250,000~~265,000 for ~~2012)~~2015). Present values were calculated using the interest rate and mortality assumptions used in the Company’s financial ~~statements.~~statements for fiscal year 2015.

Executive Deferred Compensation Plan ~~(“EDCP”)~~(EDCP)

The NEOs and other highly compensated employees are eligible to defer up to 50% of base salary and up to ~~100%~~85% of annual incentive pay into the EDCP, an unfunded, non-qualified deferred compensation plan, ~~the~~with benefits ~~of which are~~ paid by the Company out of its general assets. The plan is subject to IRC Section 409A for all deferred compensation earned on or after January 1, 2005; deferred compensation earned prior to 2005 is not subject to Section 409A requirements and continues to be governed under the terms of the plan and tax laws in effect on or before December 31, 2004, as applicable. The Company matches 100% of the first 3% of the participant’s compensation that is deferred into the EDCP.

Participants may make an election to invest their deferrals among an array of investment options, and their accounts are credited based upon the performance of the investment options. Participants are 100% vested in their own contributions, and any gains or losses on the Company matching contributions, and become vested in the Company match at the rate of 25% per year (such that they are fully vested after completing four full years of service with the Company). As described more fully in the section titledFiscal 2016 Program Changes, beginning January 1, 2016, the Company match in the EDCP will be replaced with an annual restoration match with immediate vesting.

JACK IN THE BOX INC.ï 2016 PROXY STATEMENT63


EXECUTIVE COMPENSATION

Enhanced EDCP —

Beginning January 1, 2007, new Corporate Vice Presidents and above who otherwise would have been eligible for the SERP receive an additional annual Company contribution of 4% of base salary and annual incentive to their EDCP account for up to ten years.

Participants ~~vest~~become vested in the supplemental match at the same rate as the Company match, 25% per year inas above (such that they are fully vested after completing four full years of service with the ~~additional Company contributions.~~Company). The Enhanced EDCP was closed to new participants as of May 7, 2015.

~~2012~~2015 Non-Qualified Deferred Compensation

The following table provides information on the contributions, earnings, withdrawals and distributions in the Executive Deferred Compensation Plan during fiscal ~~2012~~2015 and the account balances as of the end of fiscal ~~2012.~~2015. As of September ~~30, 2012,~~27, 2015, all NEOs, except Ms. Allen and Mr. Casey, are 100% vested in Company contributions.

Executive
Contributions in
Fiscal 2012 ⁽¹⁾

Registrant
Contributions in
Fiscal 2012 ⁽²⁾
   Aggregate
Earnings/
(Losses) in
Fiscal 2012    Aggregate
Withdrawals/
Distributions    Aggregate
Balance at
FYE 2012⁽³⁾
Ms. Lang
   $ 230,751       $ 86,545       $ 439,233       $         —       $ 2,453,553
Mr. Rebel
   $ 57,854       $ 37,735       $ 99,259       $ —       $ 527,866
Mr. Comma
   $ 51,762       $ 66,395       $ 89,791       $ —       $ 681,164
Mr. Rudolph
   $ 34,051       $ 79,451       $ 68,686       $ —       $ 182,188
Mr. Beisler
   $ 22,325       $ 22,325       $ 230,183       $ —       $ 1,298,842


Non-Qualified Deferred Compensation Plan Table

	Executive Contributions in Fiscal 2015 ($) ⁽¹⁾		Registrant Contributions In Fiscal 2015 ($) ⁽²⁾		Aggregate Earnings/ (Losses) in Fiscal 2015 ($)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at FYE15 ($)⁽³⁾
Mr. Comma (CEO)	$	690,754	$	173,202	$	24,377		$	—	$	1,835,070
Mr. Rebel (CFO)	$	62,208	$	40,646	$	(18,660	)	$	—	$	923,095
Mr. Rudolph (CLO)	$	122,289	$	85,602	$	(15,854	)	$	—	$	861,865
Ms. Allen (JIB President)	$	126,058	$	77,856	$	(5,452	)	$	—	$	78,009
Mr. Casey (Qdoba President)	$	164,577	$	55,628	$	(13,437	)	$	—	$	383,560

⁽¹⁾

These amounts are also included in the salary and non-equity incentive plan compensation columns in the ~~2012~~2015 row of the SCT.

⁽²⁾

These amounts are reported as “All Other Compensation” in the SCT.

⁽³⁾

Amounts reported in this column are included in the Company’s SCT in prior years if the named executive officer was an NEO in previous years. The balance at FYE 2015 reflects the cumulative value of each ~~NEO’s~~NEOs deferrals, match, and investment gains or losses. These FYE amounts do not include ~~any~~ contributions or earnings related to the fiscal ~~2012~~2015 annual incentive payment which was paid after the end of fiscal ~~2012.~~2015 (but which amounts are included in the executive and registrant contributions columns of this table).

~~Compensation & Benefits Assurance Agreements~~Potential Payments on Termination of Employment or Change in Control

Compensation & Benefits Assurance Agreements.The Company provides CIC Agreements because it considers it in the best interest of its stockholders to encourage continued employment of key management in the event of a ~~change in control~~CIC transaction. These agreements help facilitate successful performance by key executives during an impending ~~change in control,~~CIC, by protecting them against the loss of their positions following a change in the ownership or control of the Company, and ensuring that his or her expectations for long-term incentive compensation arrangements will be fulfilled. Generally, under the agreements, a ~~change in control~~CIC is defined to include:

(i)

the acquisition by any person or group of 50% or more of the outstanding stock or combined voting power of the Company (excluding acquisitions by the fiduciary of the Company benefit plans or certain affiliates);

(ii)

circumstances in which individuals constituting our board of directors generally cease to constitute a majority of the board; and

(iii)

certain stockholder-approved mergers, consolidations, sales of assets or liquidation of the Company.

These CIC ~~agreements~~Agreements provide certain specified benefits to the executive if, within twenty-four (24) full calendar months ~~from~~following the effective date of a ~~change in control event,~~CIC, his or her employment is terminated (“Qualifying Termination”):

(i)

involuntarily other than for cause, death, or disability, or

(ii)

voluntarily for good reason. Voluntary termination for good reason is generally defined ~~as:~~as the executive’s resignation due to:

(a)

the assignment of the executive to duties or responsibilities inconsistent with his or her status, or

50~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~

a reduction or alteration in the nature or status of his or her duties or responsibilities in effect as of ninety (90) days prior to the ~~change in control~~CIC event;

(b)

the acquiring company’s requirement that the executive be based at a location in excess of fifty (50) miles from his or her location immediately prior to a ~~change in control;~~CIC;

(c)

a material reduction in base salary;

(d)

a material reduction in the Company’s compensation, health and welfare, retirement benefit plans, or any perquisites, unless an alternative plan is provided of a comparable value; or

64 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								EXECUTIVE COMPENSATION

(e)

the Company’s failure to require any successor to assume the CIC agreement benefits.

CIC benefits under the CIC Agreements are not provided in the event of terminations by reason of death, disability, voluntary termination without good reason, or the Company’s involuntary termination of the executive’s employment for cause. CIC benefits under the CIC Agreements are also not provided in the event of a CIC when there is not a corresponding Qualifying Termination.

In the event of a ~~change in control~~CIC of the Company and Qualifying Termination of an executive covered under a CIC ~~agreement~~Agreement as described above, the executive is entitled to the following severance benefits:

1.	A lump sum cash payment equal to his or her accrued but unpaid annual salary and unreimbursed business expenses.

2.	A lump sum cash amount equal to a multiple of the executive’s then-current annual salary, based on their position, as follows:


	Multiple of Salary
~~Ms. Lang~~Mr. Comma		3.0x
Mr. Rebel		2.5x
Mr. ~~Comma~~Rudolph		2.5x
Ms. Allen		2.5x
Mr. ~~Rudolph~~Casey		2.5x
~~Mr. Beisler~~		~~1.5x~~

A lump sum cash incentive award equal to the multiple above times the greater of: (a) the average annual incentive percentage for the last three fiscal years prior to the ~~change in control~~CIC times annual ~~salary,~~salary; or (b) the average dollar amount of the annual incentive paid for the last three fiscal years prior to the ~~change in control.~~CIC. If an executive does not have three full years of incentive awards, the Company will apply the target incentive award percentage for each missed year.

Continuation of health insurance coverage at Company expense at the same cost and same coverage level as in effect as of the executive’s Qualifying Termination date (subject to changes in coverage levels applicable to all employees generally) for a specified coverage period as provided below, to run concurrently with any coverage provided under COBRA. If

an executive receives health insurance coverage with a subsequent employer prior to the end of 18 months, the continuation of health insurance coverage under the agreement is discontinued.


	Coverage Period
~~Ms. Lang~~Mr. Comma		36 months
Mr. Rebel		30 months
Mr. ~~Comma~~Rudolph		30 months
Ms. Allen		30 months
Mr. ~~Rudolph~~Casey		30 months
~~Mr. Beisler~~		~~18 months~~

5.	Standard outplacement services at Company expense, from a nationally recognized outplacement firm selected by the executive, for a period of up to one year from the date of Qualifying Termination.

~~The full vesting~~Vesting of unvested restricted stock ~~performance units,~~and RSUs, PSUs, and in-the-money stock options, ~~subject to~~in accordance with the terms of the applicable award agreement and stock incentive plan. Since 2014, all options and RSU awards provide that unvested units that continue after a CIC are “double-trigger”, requiring both a CIC and Qualifying Termination for vesting to accelerate. (For grants prior to 2014, and for PSU grants, no Qualifying Termination is required.) Since 2014, the terms of PSU awards provide for accelerated vesting upon a CIC that pays out at actual levels achieved for completed performance periods and at target level for incomplete periods. See Footnote 4 to the following table.

For the one NEO with a pre-2009 ~~agreements,~~agreement in effect as of fiscal 2015 year end, in the event that any portion of the payments and benefits provided for under the agreement are considered excess parachute payments under IRC Section 280G and are thus subject to the 20% excise tax imposed by IRC Section 4999, the agreement provides for a conditional gross-up payment to reimburse the executive for the excise tax and additional taxes resulting from the imposition of the excise tax. The gross-up payment will be made, however, only if the amounts treated as “parachute payments” under Section 280G exceed the Section 280G threshold by more than 10%. If the parachute payments exceed the Section 280G threshold by 10% or less, then the payments to the executive will be reduced to an amount that is one dollar less the Section 280G threshold. At the time these agreements were entered into, the potential tax “gross up” payment, in the Committee’s view, was an appropriate method for the Company to insulate the executives from excise tax imposed under Section ~~4999.~~4999 and was a more common practice in the market.

For agreements in 2009 and later, there is no excise tax gross up. ~~Three executives~~The four remaining NEOs are parties to this form of agreement, which provides for payment of the greater of: (i) the aggregate parachute payments reduced to the maximum amount that would not subject the executive to relevant excise ~~taxes~~taxes; or (ii) the aggregate parachute payments, with the executive paying the relevant excise taxes and such other applicable federal, state and local income and employment taxes. Under this ~~agreement,~~“best after tax” provision, the executive is solely responsible for payment of excise taxes and other applicable federal, state, and local income and employment taxes.

Supplemental Executive Retirement Plan. For the one NEO who is a SERP participant, in the event of an involuntary termination (or material diminution in duties or responsibilities or material downward change of title) within 24 months following a CIC, the SERP provides for payment to the participant of the actuarial equivalent of his accrued early

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 5165


EXECUTIVE COMPENSATION

~~Supplemental Executive Retirement Plan.~~ ~~In the event of an involuntary termination not~~retirement benefit unreduced for ~~cause or a voluntary termination for good reason resulting from a change in control, in accordance with the SERP, the NEO shall receive,~~early commencement, in the form of three annual installments commencing on ~~termination, the actuarial equivalent of his/her accrued early retirement benefit unreduced for early commencement.~~termination.

Non-Qualified Deferred Compensation.In the event of a ~~change in control,~~CIC, in accordance with the EDCP, a participant shall become 100% vested in any Company ~~contributions.~~contributions without regard to service requirements. Accounts shall be distributed in accordance with the participant’s existing distribution election (on termination of employment or under a scheduled in-service withdrawal).

52~~JACK IN THE BOX INC.~~ï ~~2013 Proxy Statement~~
~~Potential Payments on~~ Termination of Employment orWithout Change in ~~Control~~

Control.In the event of a termination not related to a ~~change in control,~~CIC, NEOs will receive amounts under the terms and provisions of the specific plans in which they are a ~~participant. As~~participant, including the Retirement Plan, the SERP and the EDCP, and with respect to Ms. Allen, her offer letter, as described in Section VII.f. of the ~~end~~CD&A, “Termination of ~~fiscal 2012,~~Service.” Mr. ~~Beisler~~Rebel is the only NEO who is a SERP participant and the only one currently eligible to retire under the Retirement ~~and~~or SERP ~~Plans, and has announced his intention to retire~~plans.

66 JACK IN THE BOX INC.ï 2016 PROXY STATEMENT


								EXECUTIVE COMPENSATION

Potential Payments on Termination of Employment or Change in ~~fiscal 2013.~~ Control

The following table ~~shows~~helps illustrate the potential payments and benefits ~~to which~~ our NEOs would be entitled to as of fiscal 2015 year-end: (1) in the event ~~of: (1)~~of a termination of employment not related to a ~~change~~CIC, including termination due to death or disability; (2) in ~~control, or (2) under our~~the event of a CIC ~~agreement (described above), both a) a change in control,~~ and b) a Qualifying ~~Termination. Under our stock incentive plan~~Termination, and ~~award agreements, acceleration of equity awards occurs upon~~

(3) in the ~~consummation~~event of a ~~change in control (no Qualifying Termination requirement), and equity is accelerated as explained in Footnote 4 to the table.~~CIC without a corresponding termination of employment. The potential payments assume that the termination and/or termination

resulting from a ~~change in control~~CIC occurred on the last day of fiscal ~~2012,~~2015, September ~~30, 2012,~~27, 2015 and, where applicable, use the closing price of our Common Stock of ~~$28.11~~$79.71 on September ~~28, 2012~~25, 2015 (the last market trading day in the fiscal year). The actual amounts to which an NEO may be eligible to receive can only be determined at the time of such termination or ~~change in control,~~CIC, and therefore, the actual amounts will vary from the estimated amounts in the table below.

      Cash
Severance ⁽¹⁾    Annual
Incentive ⁽²⁾    Continuation of
Benefits ⁽³⁾    Equity
Incentive
and Stock
Awards ⁽⁴⁾    Pension
and SERP
Benefits ⁽⁵⁾    Gross Up
for Excise
Tax⁽⁶⁾    TOTAL
Ms. Lang

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible    —       —       —       —       $ 764,664       —       $ 764,664
Death
   —       —       —       $ 9,644,161       $ 2,576,801       —       $ 12,220,962
Disability
   —       —       —       $ 5,864,134       $ 11,455,571       —       $ 17,319,705
Change in Control / Qualifying Termination
   $ 2,898,000       $ 2,559,900       $ 47,243       $ 4,532,707       $ 14,114,457       $ 8,273,426       $ 32,425,733
Mr. Rebel

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible    —       —       —       —       $ 279,683       —       $ 279,683
Death
   —       —       —       $ 2,915,339       $ 993,350       —       $ 3,908,689
Disability
   —       —       —       $ 1,763,430       $ 2,262,988       —       $ 4,026,418
Change in Control / Qualifying Termination
   $ 1,265,000       $ 839,117       $ 28,622       $ 1,874,171       $ 5,169,431       $ 2,501,415       $ 11,677,756
Mr. Comma

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible    —       —       —       —       $ 202,659       —       $ 202,659
Death
   —       —       —       $ 2,198,528       $ 202,659       —       $ 2,401,187
Disability
   —       —       —       $ 1,310,029       $ 262,091       —       $ 1,572,120
Change in Control / Qualifying Termination
   $ 1,375,000       $ 912,083       $ 51,945       $ 1,771,817       $ 202,659       —       $ 4,313,504
Mr. Rudolph

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible    —       —       —       —       $ 146,114       —       $ 146,114
Death
   —       —       —       $ 2,542,045       $ 146,114       —       $ 2,688,159
Disability
   —       —       —       $ 1,854,524       $ 242,703       —       $ 2,097,227
Change in Control / Qualifying Termination
   $ 1,142,500       $ 757,858       $ 28,622       $ 2,056,681       $ 146,114       —       $ 4,131,775
Mr. Beisler

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible    —       —       —       —       $ 314,157       —       $ 314,157
Retirement Eligible    —       —       —       —       $ 2,817,686       —       $ 2,817,686
Death
   —       —       —       $ 1,281,332       $ 3,322,423       —       $ 4,603,755
Disability
   —       —       —       $ 1,281,332       $ 2,923,311       —       $ 4,204,643
Change in Control / Qualifying Termination
   $ 577,500       $ 590,205       $ 23,221       $ 700,804       $ 3,322,423       $ 1,134,399       $ 6,348,552


	Cash Severance ⁽¹⁾			Annual Incentive ⁽²⁾			Continuation of Benefits ⁽³⁾		Equity Incentive and Stock Awards⁽⁴⁾		Pension and SERP Benefits⁽⁵⁾		Gross-Up for Excise Tax ⁽⁶⁾		Total
Mr. Comma (CEO)
Termination Reason
Voluntary/Involuntary Termination (Non- Retirement Eligible)		—			—			—		—	$	286,297		—	$	286,297
Death		—			—			—	$	9,106,170	$	286,297		—	$	9,392,467
Disability		—			—			—	$	6,304,423	$	293,759		—	$	6,598,182
CIC/ Qualifying Termination	$	2,550,000		$	4,607,000		$	62,537	$	11,176,149	$	286,927		—	$	18,682,613
CIC/No Termination		—			—			—	$	9,683,155		—		—	$	9,683,155
Mr. Rebel (CFO)
Termination Reason
Voluntary/Involuntary Termination (Retirement Eligible)		—			—			—	$	3,078,462	$	4,894,099		—	$	7,972,561
Death		—			—			—	$	3,164,837	$	4,894,099		—	$	8,058,936
Disability		—			—			—	$	1,802,057	$	4,906,145		—	$	6,708,202
CIC/ Qualifying Termination	$	1,390,000		$	1,973,314		$	32,992	$	3,802,311	$	4,758,478	$	0	$	11,956,995
CIC/No Termination		—			—			—	$	3,385,116		—		—	$	3,385,116
Mr. Rudolph (CLO)
Termination Reason
Voluntary/Involuntary Termination (Non-Retirement Eligible)		—			—			—		—	$	269,067		—	$	269,067
Death		—			—			—	$	5,560,110	$	269,067		—	$	5,829,177
Disability		—			—			—	$	4,599,373	$	280,518		—	$	4,879,891
CIC / Qualifying Termination	$	415,563	⁽⁷⁾	$	1,781,661		$	35,967	$	6,095,427	$	269,067		—	$	8,597,775
CIC/No Termination		—			—			—	$	5,732,579		—		—	$	5,732,579
Ms. Allen (JIB President)
Termination Reason
Voluntary/Involuntary Termination (Non-Retirement Eligible)	$	500,000			—			—		—		—		—	$	500,000
Death		—			—			—	$	656,844		—		—	$	656,844
Disability		—			—			—	$	608,745		—		—	$	608,745
CIC / Qualifying Termination	$	0	⁽⁷⁾	$	1,456,110	⁽⁷⁾	$	105,842	$	810,239		—		—	$	2,372,191
CIC/No Termination		—			—			—	$	605,544		—		—	$	605,544
Mr. Casey (Qdoba President)
Termination Reason
Voluntary/Involuntary Termination (Non-Retirement Eligible)		—			—			—		—		—		—		—
Death		—			—			—	$	958,974		—		—	$	958,974
Disability		—			—			—	$	404,315		—		—	$	404,315
CIC / Qualifying Termination	$	0	⁽⁷⁾	$	887,663	⁽⁷⁾	$	89,360	$	1,315,654		—		—	$	2,292,677
CIC/No Termination		—			—			—	$	1,008,160		—		—	$	1,008,160

⁽¹⁾

~~Reflects~~Cash Severance: For all NEOs, amounts shown in the table for a CIC/Qualifying Termination reflects multiple of annual base salary under the CIC Agreement, as described in the Compensation and Benefits Assurance ~~Agreement~~Agreements section (“CIC Section”), above. In the case of Ms. Allen, the amount shown in the table for a termination not related to a CIC represents the one year base salary she is entitled to for termination without cause pursuant to her employment offer letter.

⁽²⁾

Annual Incentive: Reflects multiple of annual incentive as described in the CIC Section.

⁽³⁾

Continuation of Benefits: Reflects benefits continuation as described in the CIC section, ~~and~~including an outplacement fee estimate of ~~$10,000.~~$10,000; and 100% vesting of company matching and supplemental contributions to the EDCP.

JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT 5367


EXECUTIVE COMPENSATION

⁽⁴⁾

Equity Incentive and Stock Awards: The amounts shown in the table reflect only ~~reflect~~ the value of unvested awards and options that would be accelerated upon ~~termination;~~termination and/or CIC as applicable; they do not include the vested portion of awards and options as of the end of fiscal ~~2012.~~2015. For a ~~change in control,~~CIC, the amounts shown reflect only the amount of acceleration of unvested restricted stock, unvested performance share units, and in-the-money unvested stock options. All references to termination below ~~include only~~exclude terminations ~~not~~ for cause.

Pre-2011 Stock Awards (RSA/RSU under the stock ownership program in place prior to fiscal ~~2012)~~2011, for Messrs. Comma, Rebel and Rudolph only):

(i)

Upon termination not related to a ~~change in control,~~CIC, if eligible to retire under a ~~company~~Company sponsored retirement plan, determination of shares vested is based on a schedule of the greater of: a) 30% of the award vesting three years from the date of grant, and 10% vesting for each year of service thereafter as of the date of ~~retirement,~~retirement; b) such vesting as would have occurred had 10% of the Award vested for each year of service with the Company, or c) in such greater amount as may be determined by the Board in its sole discretion.

(ii)

Upon termination not related to a ~~change in control,~~CIC, and not eligible to retire under a ~~company~~Company sponsored retirement plan, determination of shares vested is based on a schedule of 15% vesting on or after 3three years from the grant date, and 5% vesting for each year of service thereafter as of the termination date.

(iii)

Upon death, disability, or a ~~change in control,~~CIC, stock awards would vest 100%.

Performance Share ~~Units:~~Units (PSUs):

(i)

Upon termination not related to a ~~change in control,~~CIC, if eligible to retire under a ~~company~~Company sponsored retirement plan or due to death or disability, and the awardee had been continuously employed by the Company as of the last date of the first fiscal year of the performance period, the performance share units ~~will~~would vest on a prorated basis, based on the number of full accounting periods the awardee was continuously employed by the Company during the performance period and to the extent to which performance goals are achieved.

(ii)

Upon termination not related to a ~~change in control~~CIC or due to death or disability (other than as described above), the award ~~will~~would be cancelled.

(iii)

Upon a ~~change in control, performance units will~~CIC, PSUs awarded prior to 2014 would vest and pay out at the greater of the performance level attained as of the date of the ~~change in control~~CIC or 100% of ~~target.~~target, and PSUs granted in 2014 and thereafter would vest and pay out based on actual achievement for completed fiscal years for which targets have been set and performance results measured and/or at 100% of target for any incomplete fiscal years for which performance results are not known.

For the accelerated portion of PSUs for which performance remains unknown as of the last day of fiscal 2015, the amounts in the table assume that the PSUs will be accelerated based on target performance levels.

Time-vested RSUs:

(i)

Upon termination not related to a ~~change in control, death,~~CIC, disability, or retirement, the award ~~will~~would be cancelled.

(ii)

Upon ~~a change in control,~~ death, disability or retirement, the RSUs ~~will~~would vest 100%.

d)(iii)

~~Qdoba Growth~~Upon a CIC, RSUs awarded prior to 2014 would vest 100%, and ~~Restricted Units (for Mr. Beisler only) – Performance units are structured like~~RSUs awarded in 2014 and thereafter would vest only upon a ~~phantom stock program, payable in cash:~~Qualifying Termination.

Option Awards:

(i)

Upon termination not related to a change in control, if eligible to retire under a company sponsored retirement plan or due to death or disability, and Mr. Beisler had been continuously employed by the Company as of the last date of the first fiscal year of the performance period, the performance units will vest on a prorated basis, using Qdoba year-to-date net earnings as of the fiscal period immediately preceding the date of such event.

~~(ii)~~

~~Upon termination not related to a change in control, death, disability, or retirement, the award will be cancelled.~~

~~(iii)~~

Upon a change in control, 100% of the award will be vested, based on a value equal to the greater of a) Qdoba target net earnings, or b) Qdoba year-to-date net earnings as of the fiscal period immediately preceding the date of the change in control.

~~Option Awards:~~

~~(i)~~

~~Upon termination not related to a change in control,~~CIC, and eligible to retire under a ~~company~~Company sponsored retirement plan, determination of shares vested is based on a formula of 5% additional vesting for each year of service with the Company.

(ii)

Upon termination not related to a ~~change in control,~~CIC, and not eligible to retire under a ~~company~~Company sponsored retirement plan, there is no acceleration of option awards.

(iii)

Upon death, oroptions would vest 100%.

(iv)

Upon a ~~change in control (where~~CIC, where options are not assumed by the acquiring ~~company), option awards will~~company, options awarded prior to 2014 would vest 100%., while those awarded in 2014 and thereafter would vest 100% only upon a Qualifying Termination related to the CIC.

~~(iv)~~(v)

Vesting upon disability is based on the number of shares which would have been vested as of twelve months following the ~~Optionee’s~~optionee’s first day of absence from work with the Company, and therefore, for purposes of this table, no additional vesting is applied in the event of a disability.

⁽⁵⁾

Pension and SERP: Annual benefit amounts listed for each NEO are subject to the eligibility and vesting provisions of the Retirement Plan (Messrs. Comma, Rebel and Rudolph) and the SERP (Mr. Rebel), which are described above in the sections of this Proxy Statement titled Retirement Plan, Supplemental Executive Retirement Plan and Pension Benefits Table and accompanying footnotes. All values shown represent present values and are based on the following:

In the event of a voluntary/involuntary termination (for any reason) or death, benefit values are based on accrued benefits as of fiscal year end payable at normal retirement. Benefit values were calculated as of September ~~30, 2012,~~27, 2015, based on a discount rate of ~~4.335%~~4.79% for the qualified pension plan and 4.45% for the SERP. The ~~RP-2000~~RP-2014 Mortality Table is used for both the qualified pension plan and the SERP. The SERP ~~projected to 2017 combined for employees and annuitants, separate for males and females with~~uses a white collar ~~adjustment.~~adjustment and MP-2014 projection scale. The Retirement Plan uses the BB-2D generational projection scale from 2006. In the event of death while actively employed, the amount of the survivor benefit under the SERP ~~shall be~~is one times the participant’s compensation, ~~and shall be~~ defined as annualized current base salary plus the average of the annual incentives paid for the three most recent completed fiscal years. If, however, the date of death is at age 55 plus 10ten years of service or later, the amount of the survivor benefit ~~shall~~would be the greater of one times the participant’s compensation or the actuarial equivalent lump sum present value of the participant’s supplemental retirement benefit. In the event of death while actively employed, the amount of the pension benefit ~~shall~~would be the accrued actuarial equivalent pension benefit as determined on the date of death. Such benefit ~~shall~~is not be subject to any reduction of benefits.

Disability benefits shown assume an NEO terminates employment with the Company due to disability and remains continuously disabled until reaching normal retirement age. Benefit values are based on accrued benefits as of the ~~NEO’s~~NEOs normal retirement age and were calculated as of September ~~30, 2012~~27, 2015 based on a discount rate of ~~4.335%~~4.79% for the qualified pension plan and 4.45% for the SERP and the ~~RP-2000~~RP-2014 Mortality Table as described above.

In the event of an involuntary termination (or material diminution in duties or responsibilities or material downward change of title) within 24 months following a ~~change in control, participants~~CIC, a participant would become 100% ~~vested.~~vested in the SERP. Benefit values are based on accrued benefits as of fiscal year end and were calculated as of September ~~30, 2012. The Retirement Plan values are, based on a discount rate of 4.335% and the RP-2000 Mortality Table as described above.~~27, 2015. The SERP values are based on an interest rate of 6.0% and the RP-2000 Mortality Table, projected 10ten years.

As described in the Non-Qualified Deferred Compensation Section” above, all of the NEOs received a 3% Company match on their contributions to the non-qualified deferred compensation (EDCP) account through FYE 2015, and Messrs. Comma, Rudolph and Casey, and Ms. Allen, who are not eligible to participate in the SERP, receive an additional 4% Company contribution to their EDCP accounts for up to ten years. As of the end of fiscal 2015, all the NEOs, except Mr. Casey and Ms. Allen, are 100% vested in the Company matching contributions. Accordingly, these amounts are not included here, but are described in the “Non-Qualified Deferred Compensation Section” above.

⁽⁶⁾

~~For pre-2009 agreements, if any portion of the payments and benefits provided~~Gross-Up for ~~in a CIC agreement~~Excise Tax: No gross-up would be ~~considered~~payable to any NEOs for termination at FYE 2015. While Mr. Rebel does have an agreement (entered into prior to 2009) that could provide for a gross-up in the event of “excess parachute payments” under IRC Section 280G(b)(1) ~~and~~ subject to excise tax, then the agreement provides for a “conditional gross up provision” whereby excise taxes are grossed up. In the event that the parachute payment exceeds the excise tax threshold by 10% or less, the executive severance is reduced to $1.00 below the threshold so that executives are not subject to excise taxes. The amountno such gross-up would be triggered as of ~~the gross-up payment is calculated~~FYE 2015, applying calculations based on the value of all benefits that could have been received and characterized as contingent upon a CIC under IRC Section 280G and related regulations as of ~~September 30, 2012,~~FY 2015, except for equity award acceleration which is calculated based on the assumption that the change in control occurred on December 31, ~~2012.~~2015. For purposes of this calculation, the value of the acceleration of vesting of all outstanding equity awards is calculated according to Section 280G and the related regulations. ~~For~~Other than Mr. Rebel, all other NEOs have 2009 and later agreements under which no gross-up is ~~provided.~~provided in any circumstance.

⁽⁷⁾

The CIC agreement “best after tax” provision applied to Mr. Rudolph, Ms. Allen, and Mr. Casey at FYE 2015 would result in reducing each of such NEOs’ cash severance payments, and also for Ms. Allen and Mr. Casey their annual incentive payout (and the corresponding total CIC payout), so as to remain below the maximum amount that such NEO may receive without triggering an excise tax. The estimated reduction, which is reflected in the amounts shown in the Cash Severance, Annual incentive and Total columns, are: $839,347, $1,645,445, and $1,108,021, respectively, for Mr. Rudolph, Ms. Allen and Mr. Casey.

5468JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT


								SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following ~~table sets~~tables set forth, as of December ~~18, 2012~~15, 2015 (“the Record Date”), information with respect to beneficial ownership of our Common Stock by (i) each person who we know to beneficially own more than 5% of our Common Stock, (ii) each director and nominee for director of the Company, (iii) each NEO listed in the Summary Compensation Table herein and (iv) all of our directors and executive officers of the Company as a group. The address of each director and executive officer shown in the table below is c/o Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123.

We determined the number of shares of Common Stock beneficially owned by each person under rules promulgated

by the SEC, based on information obtained from questionnaires, Company records and filings with the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares which the individual or entity had the right to acquire within sixty days of December ~~18, 2012.~~15, 2015. All percentages are based on the shares of Common Stock outstanding as of December ~~18, 2012.~~15, 2015. Except as noted below, each holder has sole voting and investment power with respect to all shares of Common Stock listed as beneficially owned by that holder.

Security Ownership of Certain Beneficial Owners


Name	Number of Shares of Common Stock Beneficially Owned as of December 15, 2015		Percent of Class
BlackRock, Inc.⁽¹⁾		3,434,600		9.9%
Vanguard Group, Inc.⁽²⁾		2,933,171		8.5%
Wells Fargo & Company⁽³⁾		2,010,721		5.8%

⁽¹⁾

According to its Form 13F filings as of September 30, 2015, BlackRock, Inc., on behalf of its direct subsidiaries, BlackRock Fund Advisors and BlackRock Institutional Trust Company N.A., had investment discretion with respect to accounts holding 3,434,600 shares. BlackRock Fund Advisors was the beneficial owner of 1,832,176 shares, of which it had sole voting power. BlackRock Institutional Trust Company, N.A. was the beneficial owner of 1,602,424 shares, of which it had sole voting power with respect to 1,426,475 shares and no voting power with respect to 175,949 shares. The address of BlackRock, Inc. is: 400 Howard Street, San Francisco, CA 94105.

⁽²⁾

According to its Form 13F filings as of September 30, 2015, Vanguard Group, Inc., on behalf of itself and its direct subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., had investment discretion with respect to accounts holding 2,933,171 shares. Vanguard Group, Inc. was the beneficial owner of 2,852,562 shares, of which it had sole voting power with respect to 3,400 shares and no voting power with respect to 2,849,162 shares. Vanguard Fiduciary Trust Co was the beneficial owner of 78,609 shares, of which it had sole voting power. Vanguard Investments Australia, Ltd. was the beneficial owner of 2,000 shares, of which it had shared voting power. The address of Vanguard Group, Inc. is: P.O. Box 2600 Valley Forge, PA 19482.

⁽³⁾

According to its Form 13F filings as of September 30, 2015, Wells Fargo & Company on behalf of its direct subsidiaries, Wells Capital Management Inc., Wells Fargo Bank N.A., Wells Fargo Funds Management, LLC, Wells Fargo Advisors Financial Network, LLC, and Wells Fargo Advisors, LLC, had investment discretion with respect to accounts holding 2,010,721 shares. Wells Capital Management Inc. was the beneficial owner of 1,905,690 shares, of which it had sole voting power with respect to 80,610 shares and no voting power with respect to 1,825,080 shares. Wells Fargo Bank, N.A. was the beneficial owner of 31,741 shares, of which it had sole voting power. Wells Fargo Funds Management, LLC was the beneficial owner of 24,838 shares, of which it had sole voting power. Wells Fargo Advisors Financial Network, LLC was the beneficial owner of 10,921 shares, of which it had sole voting power. Wells Fargo Advisors, LLC was the beneficial owner of 37,531 shares, of which it had sole voting power with respect to 36,190 shares and no voting power with respect to 1,341 shares. The address of Wells Fargo & Company is: 420 Montgomery Street, San Francisco, CA 94163.

JACK IN THE BOX INC.ï 2016 PROXY STATEMENT69


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership Of ~~Certain Beneficial Owners~~Directors and Management


Name	Number of Shares of Common Stock Beneficially Owned as of December 18, 2012 ⁽¹⁾		Number Attributable to Options Exercisable Within 60 Days of December 18, 2012		Percent of Class		Number of Shares of Common Stock Beneficially Owned as of December 15, 2015⁽¹⁾		Number Attributable to Options Exercisable Within 60 Days of December 15, 2015		Percent of Class
FMR LLC⁽²⁾		6,476,870		—		15.0%
BlackRock Inc.⁽³⁾		3,281,419		—		7.6%
Blue Harbour Group⁽⁴⁾		2,713,143		—		6.3%
T. Rowe Price Associates, Inc.⁽⁵⁾		2,426,600		—		5.6%
Vanguard Group, Inc.⁽⁶⁾		2,385,704		—		5.5%
Ms. Lang		1,608,650		1,390,248		3.6%
Mr. Comma								126,504		82,892		*
Mr. Rebel		487,281		417,668		1.1%		191,402		85,929		*
Mr. Comma		102,475		91,874		*
Mr. Rudolph		168,853		133,676		*		83,799		26,042		*
Mr. Beisler		106,275		50,000		*
Ms. Allen								3,783		2,594		*
Mr. Casey								8,130		7,146		*
Mr. Goebel		40,692		24,000		*		22,045		0		*
Ms. John								1,027		0		*
Ms. Kleiner		7,881		—		*		11,797		0		*
Mr. Murphy		106,654		60,400		*		57,491		0		*
Mr. Myers		28,003		—		*		27,961		0		*
Mr. Tehle		105,731		60,400		*		55,786		0		*
Ms. Webb		40,692		24,000		*
Mr. Wyatt		21,692		—		*		13,234		0		*
All directors and executive officers as a group (15 persons)		3,032,014		2,452,001		6.6%
All directors and executive officers as a group (18 persons)								698,947		255,817		2.0%

*	Asterisk in the percent of class column indicates beneficial ownership of less than 1%

⁽¹⁾

For purposes of computing the percentage of outstanding shares held by each person or group of persons named in the Beneficial Ownership table 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. The securities totaled in this column include stock options, direct holdings, stock equivalents under the Director Deferred Compensation Plan, restricted stock and restricted stock units as described below.

•

Direct Holdings and Restricted Stock ~~Options.~~ — As a group, within 60 days of December ~~18, 2012,~~15, 2015, our directors, NEOs and other executive officers’ shares include (a) 191,907 shares directly held by directors and officers and (b) 95,815 restricted stock awards held by NEOs, which shares may be voted, but are not available for sale or other disposition until the expiration of vesting restrictions, which occurs upon each individual’s termination of service.


*Name*	*Direct Holdings*		*Restricted Stock*
Mr. Comma		30,202		—
Mr. Rebel		28,957		62,572
Mr. Rudolph		18,121		33,243
Ms. Allen		1,189		—
Mr. Casey		984		—
Mr. Goebel		21,118		—
Ms. John		100		—
Ms. Kleiner		6,150		—
Mr. Murphy		3,169		—
Mr. Myers		21,328		—
Mr. Tehle		11,811		—
Mr. Wyatt		6,044		—
All other executive officers		42,734		—

•

Stock Options — As a group, within 60 days of December 15, 2015, our directors, NEOs and other executive officers have the right to acquire through the exercise of stock options, ~~2,452,001~~255,817 of the shares of Common Stock reflected in the Beneficial Ownership table.

•

Common Stock Equivalent — The shares of our directors reflected as beneficially owned include an aggregate of 79,153 Common Stock equivalents attributed to cash compensation deferred under the Director Deferred Compensation Plan and resulting dividends, as described in the Director Compensation section of this proxy statement. These Common Stock equivalents are convertible on a one-for-one basis into shares of Common Stock upon the earlier of a pre-specified distribution date or termination of service as elected by the director.


*Name*	*Stock Equivalents* *for Directors*
Mr. Goebel		0
Ms. John		0
Ms. Kleiner		0
Mr. Murphy		44,257
Mr. Myers		4,155
Mr. Tehle		30,741
Mr. Wyatt		0

70JACK IN THE BOX INC. ï ~~2013 Proxy Statement~~2016 PROXY STATEMENT55

•

~~Direct Holdings and Restricted Stock~~.

As a group, within 60 days of December 18, 2012, our directors, NEOs and other executive officers’ shares include (a) 116,761 shares directly held by directors and officers and (b) 345,815 restricted stock awards held by NEOs, which shares may be voted, but are not available for sale or other disposition until the expiration of vesting restrictions, which occurs upon each individual’s termination of service.

~~Name~~

~~Direct Holdings~~

~~Restricted Stock~~

~~Ms. Lang~~

~~18,402~~

~~200,000~~

~~Mr. Rebel~~

~~7,041~~

~~62,572~~

~~Mr. Comma~~

~~2,396~~

—

~~Mr. Rudolph~~

~~1,934~~

~~33,243~~

~~Mr. Beisler~~

~~1,185~~

~~50,000~~

~~Mr. Goebel~~

~~13,523~~

—

~~Ms. Kleiner~~

~~4,712~~

—

~~Mr. Murphy~~

—

~~Mr. Myers~~

~~24,834~~

—

~~Mr. Tehle~~

~~8,000~~

—

~~Ms. Webb~~

~~13,523~~

—

~~Mr. Wyatt~~

~~13,811~~

—

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

•

Restricted Stock ~~Units.~~Units — As a group, within 60 days of December ~~18, 2012,~~15, 2015, our directors, NEOs and other executive officers may convert an aggregate of ~~53,425~~76,255 RSUs on a one-for-one basis into shares of Common Stock upon vesting. RSUs may not be voted. The breakdown between directors and NEOs is provided below.

•

RSUs of ~~Directors.~~Directors — These RSUs fully vest upon the earlier of 12 months from the date of grant or upon termination of service with the Board.


*Name*	Unvested RSUs		Deferred RSUs
Mr. Goebel		927		0
Ms. John		927		0
Ms. Kleiner		927		4,720
Mr. Murphy		927		9,138
Mr. Myers		927		1,551
Mr. Tehle		927		12,307
Mr. Wyatt		927		6,263

•

RSUs of NEOs and other executive officers — These RSUs fully vest upon termination of service and are convertible on a one-for-one basis into shares of Common Stock upon vesting. Also included are deferred performance vested restricted stock units in the amount of 3,000 for Mr. Comma and 2,040 for “all other executive officers.”


*Name*	*RSUs*
Mr. Comma		13,410
Mr. Rebel		13,944
Mr. Rudolph		6,393
Ms. Allen		0
Mr. Casey		0
All other executive officers		2,040

JACK IN THE BOX INC.~~These RSUs fully vest upon the earlier of 12 months from the date of grant or upon termination of service with the Board.~~ï 2016 PROXY STATEMENT71


*~~Name~~* OTHER INFORMATION	~~Unvested~~ ~~RSUs~~		~~Deferred~~ ~~RSUs~~
~~Mr. Goebel~~		~~3,169~~		0
~~Ms. Kleiner~~		~~3,169~~		0
~~Mr. Murphy~~		~~3,169~~		~~4,712~~
~~Mr. Myers~~		~~3,169~~		0
~~Mr. Tehle~~		~~3,169~~		~~8,523~~
~~Ms. Webb~~		~~3,169~~		0
~~Mr. Wyatt~~		~~3,169~~		~~4,712~~

•

~~RSUs of NEOs and other executive officers.~~

~~These RSUs fully vest upon termination of service and are convertible on a one-for-one basis into shares of Common Stock upon vesting.~~


*~~Name~~*	*~~RSUs~~*
~~Ms. Lang~~		0
~~Mr. Rebel~~		0
~~Mr. Comma~~		~~8,205~~ ^(a)
~~Mr. Rudolph~~		0
~~Mr. Beisler~~		~~5,090~~

^(a)

~~Includes deferral of 3,000 performance vested restricted stock units.~~

•

~~Stock Equivalents~~.

The shares of our directors reflected as beneficially owned include an aggregate of 64,012 stock equivalents attributed to cash compensation deferred under the Director Deferred Compensation Plan. These are convertible on a one-for-one basis into shares of Common Stock upon the earlier of a pre-specified distribution date or termination of service as elected by the director.


*~~Name~~*	*~~Stock Equivalents~~* *~~for Directors~~*
~~Mr. Goebel~~		0
~~Ms. Kleiner~~		0
~~Mr. Murphy~~		~~38,373~~
~~Mr. Myers~~		0
~~Mr. Tehle~~		~~25,639~~
~~Ms. Webb~~		0
~~Mr. Wyatt~~		0

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, each executive officer, each director, and each 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 ~~2012~~2015 were filed on a timely basis.

It is the Company’s policy that the Audit Committee approve or ratify transactions involving the Company and its directors, executive officers or principal stockholders or members of their immediate families or entities controlled by any of them or in which they have a substantial ownership interest in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules. During fiscal year ~~2012,~~2015, the Company was not a party to a transaction or

series of transactions in which the amount involved did or may exceed $120,000 in which any of its directors, named executive officers or other executive officers, any holder of more than 5% of its Common Stock or any member of the immediate family of any of these persons had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity

compensation) described in “Executive Compensation” above. It is the Company’s policy that the Audit Committee approve or ratify transactions involving the Company and its directors, executive officers or principal stockholders or members of their immediate families or entitles controlled by any of them or in which they have a substantial ownership interest in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules.

WeJACK IN THE BOX INC.

PERFORMANCE INCENTIVE PLAN

Effective February 13, 2016

A. Plan Objective

The objective of the Jack in the Box Inc. Performance Incentive Plan (the “Plan”) is to promote the interests of Jack in the Box Inc. (the “Company”) and its stockholders by providing performance-based incentives to certain employees of the Company and its Affiliates, including performance-based incentives that are ~~not aware~~intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).

B. Effective Date

The Plan shall be effective as of February 13, 2016, provided that the Plan is approved by the Company’s stockholders at the Company’s 2016 Annual Meeting of Stockholders.

C. Administration

The Plan shall be administered by a committee consisting solely of at least two members of the Board of Directors of the Company (the “Board”) who are “outside directors” within the meaning of Section 162(m) (the “Committee”).

The Committee shall have the power and authority to determine which individuals shall be eligible to participate in the Plan, to determine the amount and terms of each incentive award under the Plan (each, an “Award”) (subject to the limitations imposed on Awards), to modify the terms of any Award that has been granted, to determine the timing of when Awards will be granted or paid, to determine the performance period (the “Performance Period”) with respect to each Award, to establish Performance Goals with respect to any Performance Period and to determine the extent to which such Performance Goals were attained, and to determine any employment restrictions on actual receipt of Awards.

The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other ~~matters to come before~~determinations that it deems necessary or desirable for the ~~Annual Meeting. If~~administration of the Plan. The Committee may correct any ~~matter not mentioned herein is properly brought before the Annual Meeting, the persons named~~deficiencies or omissions or reconcile any inconsistencies in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within the Committee’s sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. Determinations made by the Committee under the Plan need not be uniform and may be made selectively among Participants.

~~enclosed proxy~~D. Eligibility

For purposes of the Plan, a “Participant” means any individual who is eligible to participate in the Plan with respect to a particular Performance Period. In order to qualify as a Participant, an individual must meet the following requirements:

1)	Must be an employee of the Company or any of its Affiliates during the entire Performance Period or such other period as may be specified by the Committee;

2)	Must be designated by the Committee as eligible to participate in the Plan with respect to such Performance Period; and;

3)	Must meet any other requirements that may be established by the Committee with respect to such Performance Period.

In order to be eligible to receive payment of any Award under the Plan with respect to any Performance Period, a Participant must meet any requirements that may be established by the Committee with respect to such Award or Performance Period.

For purposes of the Plan, an “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act of 1933, as amended. The Committee will have ~~discretionary~~the authority to ~~vote all proxies with respect thereto and in accordance with their best judgment.~~

~~Proposals to be included in the Proxy Statement~~

Under the rules of the SEC, if a stockholder wishes to submit a proposal for possible inclusion in the proxy materials for our 2014 Annual Meeting, we must receive it no later than 120 calendar days prior to the anniversary of this year’s mailing date. Accordingly, in order for a stockholder proposal to be considered timely for inclusion in our proxy materials for the 2014 Annual Meeting, any such stockholder proposal must be received by our Corporate Secretary no later than 5:00 p.m. Pacific Time, on September 13, 2013. The stockholder must also comply with the procedures and requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended, as well as the applicable requirements of our Bylaws.

~~Proposals not included in the Proxy Statement~~

If a stockholder wishes to present a proposal at our 2014 Annual Meeting or to nominate one or more directors, the stockholder must provide the proposal to us on a timely basis and satisfy the other conditions set forth in our Bylaws and in applicable SEC rules. The Company’s Bylaws provide that in order for a stockholder to present business or to make nominations for the election of a director, written notice containing the information required by the Bylaws must be delivered to the Corporate Secretary at the principal executive offices of the Company not less than 120 days and not more than 150 days prior to the first anniversary of the date of the previous year’s Annual Meeting. Accordingly, in order for a stockholder proposal intended to be proposed at the 2014 Annual Meeting to be considered timely, it must be received by the Corporate Secretary not later than October 18, 2013, and not earlier than September 18, 2013.

A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 excluding exhibits, may be obtained by stockholders without charge by written request sent to the above address. We make available free of charge

~~on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. These materials can be found atwww.jackinthebox.com/investors~~.

We may satisfy SEC rules regarding delivery of Proxy Statements and Annual Reports by delivering a single copy of these documents to an address shared by two or more stockholders. This process is known as “householding.” This delivery method can result in meaningful cost savings for us. In order to take advantage of this opportunity, we have delivered only one Proxy Statement and Annual Report to stockholders who share an address with another stockholder, unless contrary instructions were received prior to the mailing date.

We undertake to deliver promptly upon written or oral request a separate copy of the Proxy Statement and/or Annual Report, as requested, to a stockholder at a shared address to which a single copy of these documents was delivered. If you

hold stock as a record stockholder and prefer to receive separate copies of a Proxy Statement and/or Annual Report either now or in the future, please contact our Corporate Secretary at 9330 Balboa Avenue, San Diego, CA 92123. If your stock is held by a brokerage firm or bank and you prefer to receive separate copies of a Proxy Statement and/or Annual Report either now or in the future, please contact your brokerage or bank. The voting instruction sent to a street-name stockholder should provide information on how to request (i) householding of future Company materials or (ii) separate materials if only one set of documents is being sent to a household. If it does not, a stockholder who would like to make one of these requests should contact us as indicated above.

The Audit Committee of Jack in the Box Inc. (“JACK”) is responsible for the appointment, retention and termination, compensation and oversight of the work of the registered public accountant providing audit or attest services (an “independent auditor”) to JACK, all JACK subsidiaries and any other entity whose financial results are included in JACK’s consolidated financial statements for which an audit of the financial statements is conducted (collectively, the “Company”).

In accordance with the Sarbanes-Oxley Act of 2002 (“SOX”) and implementing rules and regulations of the Securities and Exchange Commission (“SEC”) and the auditing standards and rules of the Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has established as its policy that it will review in advance, and either approve or disapprove, any audit, audit-related, internal control-related, tax or other non-audit service to be provided to the Company by the independent auditor. Definitions of key terms are provided following this policy.

~~Engagement of Independent Auditor.~~ Annually, in the early part of each fiscal year, the Audit Committee will approve the engagement of the registered public accounting firm (a) to perform the annual audit of the Company’s consolidated financial statements, (b) to provide an attestation report on the Company’s internal controls over financial reporting, (c) to review the Company’s interim financial statements, and (d) to provide such other audit-related, tax and non-audit services as are then anticipated to be required for the proper conduct of the Company’s affairs and consistent with maintaining the independence of the firm selected to audit the Company’s annual financial statements. The Audit Committee will approve the provision by the Company’s independent auditor of only those non-audit, tax and internal control-related services deemed permissible under the federal securities laws and any applicable rule or regulation of the SEC and/or the PCAOB.

~~Non-Audit Services~~. The Audit Committee may delegate to its Chair the authority to pre-approve otherwise permissible non-audit services, provided that any decision made pursuant to such delegation must be presented to the full Audit Committee for informational purposes at its next regularly held meeting.

3.	~~Permissible Tax and Internal Control-Related Services.~~ ~~With respect to the proposed provision of permissible tax services and services related to internal control over financial reporting, the independent auditor shall –~~

provide sufficient information to the Audit Committee regarding the proposed tax service or non-audit service related to internal control over financial reporting to permit it to make a judgment about the impact of the audit firm’s provision of such services on the audit firm’s independence, including, but not limited to, a written description regarding:

the nature and scope of the service, fee structure and any side letter or other amendment to the engagement letter, or any other agreement (written or oral) between the independent auditor and the Company relating to that service; and

any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement between the independent auditor or its affiliate and any person regarding the promoting, marketing or recommending of a transaction covered by the service;

~~discuss with the Audit Committee the potential effects of the services on the outside auditor’s independence;~~

~~disclose to the Audit Committee any amendments to tax services or internal control-related engagements whether or not written; and~~

~~document the substance of the discussion with the Audit Committee.~~

With respect to each proposed service, or proposed modification of service, related to internal control over financial reporting or tax, each request must comply with the procedural and information requirements set forth above.

~~Delegation to Audit Committee Chair~~. To ensure prompt handling of unforeseeable or unexpected matters that arise between Audit Committee meetings, the Audit Committee hereby delegates authority to its Chair, and/or to such other members of the Audit Committee as the Chair shall from time to time designate, to review and, if appropriate, approve in advance, any request for the independent auditor to provide non-audit (including tax and internal control-related) services. Any such approval must be reported to the Audit Committee at its next scheduled meeting, and any necessary corresponding change made to the authorized list of services and budget previously approved by the Audit Committee. With respect to tax and internal control-related services, however, the independent auditor must discuss the service, and its potential effects on its independence, with the full Audit Committee at the next regularly held meeting.

~~Neither the Audit Committee, the Chair nor any other member of the Audit Committee shall delegate to management, or to any other person, its obligation under applicable law and this~~

~~policy to approve in advance any service to be provided to the Company by its independent auditor.~~

The term “audit services” shall mean services that are necessary to perform an audit and/or review in accordance with the standards of PCAOB and/or requirements of the SEC and the PCAOB, as well as those services that generally only the Company’s independent auditor reasonably can provide, including but not limited to comfort letters, consents and assistance with and/or review of documents filed with the SEC.

The term “audit-related services” shall mean assurance and related services that traditionally are performed by the independent auditor including, among other services, attestations, statutory audits, financial audits for subsidiaries or affiliates of the Company, employee benefit plan financial statement audits, agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting requirements, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, consultations on other accounting and/or reporting standards or interpretations of the SEC, the Financial Accounting Standards Board (“FASB”) or other regulatory or standard-setting bodies such as the PCAOB.

The term “internal control-related services” shall mean any service that directly or indirectly relates to the Company’s internal control over financial reporting (as defined by the rules and regulations of the SEC and PCAOB). The Audit Committee’s annual decision to retain an independent auditor to perform an audit of the Company’s consolidated financial

~~statements and internal control over financial reporting shall not be included within the scope of this term.~~

The term “tax services” shall mean tax compliance, tax planning and tax advisory services that are permitted by the SEC and/or the PCAOB, and are consistent with applicable federal, state, local and foreign tax laws, including but not limited to the Internal Revenue Code (“IRC”) and implementing rules and regulations of the Internal Revenue Service (“IRS”). This term does not include any non-audit service, including those related to the marketing, planning or opining in favor of the tax treatment of a transaction, that is, or that is otherwise related to: (1) a confidential transaction (as defined under PCAOB rules); (2) an aggressive tax position transaction (including, but not limited to, those deemed by the IRS to be “listed transactions”) (as defined under PCAOB rules), and (3) any tax service to a person (other than a non-management director of the Company) in a financial reporting oversight role (as defined under PCAOB rules) at the audit client, or to an immediate family member of such person.

The term “all other non-audit services” shall mean any services to be provided to the Company by the independent auditor other than audit services, audit-related services, internal control-related services and tax services. This term shall not include any service that is prohibited by Title II of SOX, any other provision of the federal securities laws or other applicable federal law, and/or any applicable rule, regulation or interpretation of the SEC, the PCAOB or any other governmental or regulatory organization.


Check the appropriate box:
¨		Preliminary Proxy Statement
¨		CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
þ		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to Section 240.14a-12


Payment of filing fee (check the appropriate box):
þ		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
		(1) Title of each class of securities to which transaction applies:
		(2) Aggregate number of securities to which transaction applies:
		(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4) Proposed maximum aggregate value of transaction:
		(5) Total fee paid:
¨		Fee paid previously with preliminary materials.
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1) Amount Previously Paid:
		(2) Form, Schedule or Registration Statement No.:
		(3) Filing Party:
		(4) Date Filed:


	Page

~~VII.~~ ~~Other Benefit Programs~~Compensation Discussion and ~~Policies~~Analysis		3837

I. Executive Summary		37
~~VIII.~~~~Fiscal 2013 Program Changes~~II. Compensation Principles and Objectives		42

III. Compensation ~~Committee Report~~Competitive Analysis		43
IV. Elements of Compensation		44
V. Compensation Decision-Making Process		45
VI. Fiscal 2015 Compensation		46
VII. Additional Compensation Information		51
VIII. Fiscal 2016 Program Changes		55

~~Risk Analysis of~~ Compensation ~~Programs~~Committee Report		4456

~~Executive~~ Compensation Risk Analysis		4557

Executive Compensation		58

Summary Compensation Table		58
Grants of Plan-Based Awards		60
Outstanding Equity Awards at Fiscal Year-End 2015		61
Option Exercises and Stock Vested in Fiscal 2015		62
Retirement Plan Benefits		62
Non-Qualified Deferred Compensation		63
Potential Payments on Termination of Employment or Change in Control		64

Security Ownership of Certain Beneficial Owners and Management		5569

Other Information		72

Section 16(a) Beneficial Ownership Reporting Compliance		5772
Certain Relationships and Related Transactions		72

~~Certain Relationships and Related Transactions~~Exhibit A – Performance Incentive Plan		57

~~Other Business~~		57

~~Stockholder Proposals for the 2014 Annual Meeting~~		58

~~Jack in the Box Inc. Annual Report on Form 10-K~~		58

~~Delivery of Proxy Materials and Annual Reports~~		58

~~Exhibit A — Audit Committee Pre-Approval Policy~~		A-1


Item 1: Election of Directors				• Vote in favor of all nominees; • Vote in favor of specific nominees; • Vote against all nominees; • Vote against specific nominees; • Abstain from voting with respect to nominees; or • Abstain from voting with respect to specific nominees. The Board recommends a voteFOR all Director nominees.

Item 2: Ratification of the Appointment of KPMG LLP as Independent Registered Public Accountants				• Vote in favor of ratification; • Vote against the ratification; or • Abstain from voting on the ratification. The Board recommends a voteFOR the ratification.

Item 3: Advisory Vote to Approve Executive Compensation				• Vote in favor of the advisory proposal; • Vote against the advisory proposal; or • Abstain from voting on the advisory proposal. The Board recommends a voteFOR the advisory approval of executive compensation.

Item 4: Approval of Performance Incentive Plan				• Vote to approve the Plan; • Vote against approval of the Plan; or • Abstain from voting on the Plan. The Board recommends a voteFOR approving the Plan.


Proposal Number	Item	Votes Required for Approval	Abstentions	Uninstructed Shares

1	Election of 8 Directors	Majority of votes cast.	No effect.	No effect.



2	Ratification of the Appointment of KPMG LLP as Independent Registered Public Accountants	Majority of the voting power of the shares present in person or by proxy and entitled to vote.	Count as votes against.	Discretionary voting by broker permitted.



3	Advisory Vote to Approve Executive Compensation	Majority of the voting power of the shares present in person or by proxy and entitled to vote.	Count as votes against.	No effect.



4	Approval of Performance Incentive Plan	Majority of the voting power of the shares present in person or by proxy and entitled to vote.	Count as votes against.	No effect.


þ Filed by the registrant		¨ Filed by a party other than the registrant


	Page

Notice of ~~2013~~2016 Annual Meeting of Stockholders		1

~~General Information~~Proxy Summary		2

~~Proposal 1 — Election of Directors~~Questions and Answers		78

Proxy Materials and Voting Information		8
Annual Meeting Information		12
Communications and Stockholder Proposals		13

Proposal 1 — Election of Directors		14

Nominees for Director		14
Director Qualifications and Biographical Information		815

Corporate Governance		1220

Directors’ Independence		20
Board Meetings, Annual Meeting of Stockholders and Attendance		20
Determination of Current Board Leadership Structure		20
Lead Director		21
Board’s Role in Succession Planning		21
Board’s Role in Risk Oversight		21
Executive Sessions		22
Committees of the Board		22
Board Composition and Refreshment		23
Stockholder Recommendations and Board Nominations		24
Code of Conduct		25
Compensation Committee Interlocks and Insider Participation		25
Additional Corporate Governance Principles and Practices		25

Director Compensation and Stock Ownership Guidelines		1826

Report of the Audit Committee		2129

Proposal 2 — Ratification of the Appointment of Independent Registered Public Accountants		2331

Proposal 3 — Advisory Vote on Executive Compensation		24

~~Compensation Discussion and Analysis~~		26

~~I. Executive Summary~~		26
~~II. Compensation Philosophy and Objectives~~		30
~~III.~~ ~~Compensation Competitive Analysis~~		31
~~IV.~~ ~~Elements of Compensation~~		32
V. ~~Compensation Decision-Making Process~~			33
~~VI.~~ ~~Fiscal 2012 Compensation~~Proposal 4 — Approval of Performance Incentive Plan		34


Name	Age		Position(s) with the Company	Director Since
David L. Goebel^(1)(2)(3)(4)		62	Director		2008
Madeleine A. Kleiner⁽²⁾⁽⁴⁾		61	Director		2011
Linda A. Lang⁽³⁾		54	Chairman of the Board & Chief Executive Officer		2003
Michael W. Murphy^(2)(3)(5)		55	Director		2002
James M. Myers⁽⁵⁾⁽⁶⁾		55	Director		2010
David M. Tehle⁽⁵⁾⁽⁶⁾		56	Director		2004
Winifred M. Webb⁽⁴⁾⁽⁵⁾		54	Director		2008
John T. Wyatt⁽²⁾⁽⁶⁾		57	Director		2010


Name	Board Service Effective Date		Direct Holdings / RSUs		Deferred Units & Stock Equivalents		Total Value
Mr. Goebel		Dec. 2008	$	469,212	$	0	$	469,212
Ms. Kleiner		Sept. 2011	$	221,535	$	0	$	221,535
Mr. Murphy		Sept. 2002	$	89,081	$	1,318,218	$	1,407,299
Mr. Myers		Dec. 2010	$	576,339	$	0	$	576,339
Mr. Tehle		Dec. 2004	$	313,961	$	960,294	$	1,274,255
Ms. Webb		July 2008	$	469,212	$	0	$	469,212
Mr. Wyatt		May 2010	$	477,308	$	132,454	$	609,762


Name	RSUs		Stock Options ⁽¹⁾
Mr. Goebel		16,692		24,000
Ms. Kleiner		7,881		0
Mr. Murphy		11,692		60,400
Mr. Myers		15,503		0
Mr. Tehle		16,692		60,400
Ms. Webb		16,692		24,000
Mr. Wyatt		21,692		0


CEO Total Direct Compensation
	Target		Actual
Salary	$	966,000	$	962,192
Annual Incentive	$	966,000	$	1,922,630
Long-Term Incentive⁽¹⁾	$	2,800,000	$	2,843,996
Total	$	4,732,000	$	5,728,818


2012 Base Salary Increases

Name	FY 2011 Salary (000s)		FY 2012 Salary (000s)		% Increase
Ms. Lang	$	933	$	966		3.5%
Mr. Rebel	$	487	$	506		3.9%
Mr. Comma⁽¹⁾	$	460	$	506		10.0%
Mr. Rudolph	$	431	$	456		5.8%
Mr. Beisler	$	368	$	385		4.6%


	Payout (As Percent of Salary)						Target Incentive (000s)		Actual Payout (As Percent of Salary)		Actual Incentive Earned (000s)
	Target			Max			Target Incentive (000s)		Actual Payout (As Percent of Salary)		Actual Incentive Earned (000s)
Ms. Lang		100	%		200	%	$	966.0		199.0%	$	1,923.0
Mr. Rebel		75	%		150	%	$	379.5		149.0%	$	754.0
Mr. Comma		75	%		150	%	$	379.5		149.0%	$	754.0
Mr. Rudolph		75	%		150	%	$	342.7		149.0%	$	681.0
Mr. Beisler		65	%		130	%	$	250.2		93.8%	$	361.1


Fiscal 2012 Long-Term Incentive Grants to NEOs

	Stock Options				PSUs (At Target)				Time-Vested RSUs
Name	# Options		Grant Date Fair Value (000s)		# Units		Grant Date Fair Value (000s)		# Units		Grant Date Fair Value (000s)		Total (000s)
Ms. Lang		209,268	$	1,542.3		41,833	$	781.0		27,888	$	520.7	$	2,844.0
Mr. Rebel		67,298	$	496.0		13,446	$	251.0		8,964	$	167.4	$	914.4
Mr. Comma⁽¹⁾		56,276	$	414.7		11,244	$	209.9		7,496	$	139.9	$	764.5
Mr. Rudolph⁽¹⁾		40,506	$	298.5		8,093	$	151.1		5,395	$	100.7	$	550.3

QDOBA
					Performance Units (Target Value)				Time-Vested RSUs
Mr. Beisler⁽²⁾		N/A		N/A		$400.0				4,980	$	93.0	$	493.0


Name	Direct Ownership		Restricted Shares/ Units		Total Shares		Value at 9/30/12 @ $28.11 (000s)		Value of Stock Ownership Requirement (000s)		Meets Requirement
Ms. Lang		12,735		248,542		261,277	$	7,344	$	4,830		Yes
Mr. Rebel		4,959		77,621		82,580	$	2,321	$	1,518		Yes
Mr. Comma		874		50,748		51,622	$	1,451	$	2,200		No
Mr. Rudolph		629		68,206		68,835	$	1,935	$	1,368		Yes
Mr. Beisler		252		56,455		56,707	$	1,594	$	385		Yes


Name & Principal Position	Fiscal Year		Salary ⁽¹⁾		Bonus		Stock Award ⁽²⁾		Option Awards ⁽³⁾		Non-Equity Incentive Plan Compensation ⁽⁴⁾		Change in Pension Value & NQDC Earnings ⁽⁵⁾		All Other Compensation ⁽⁶⁾		Total
Ms. Lang		2012	$	962,192	$	0	$	1,301,691	$	1,542,305	$	1,922,630	$	3,668,930	$	153,045	$	9,550,793
Chairman and CEO		2011	$	929,885	$	0	$	1,294,147	$	1,597,514	$	615,780	$	753,723	$	114,731	$	5,305,780
		2010	$	923,423	$	0	$	857,070	$	1,693,860	$	0	$	958,694	$	70,063	$	4,503,110
Mr. Rebel		2012	$	503,808	$	0	$	418,395	$	495,986	$	754,041	$	796,133	$	90,020	$	3,058,383
Executive Vice President		2011	$	484,808	$	0	$	381,311	$	470,696	$	243,500	$	271,026	$	74,120	$	1,925,461
& Chief Financial Officer		2010	$	477,000	$	0	$	234,972	$	465,648	$	0	$	317,643	$	57,738	$	1,553,001
Mr. Comma		2012	$	517,615	$	0	$	349,876	$	414,754	$	754,041	$	81,437	$	120,816	$	2,238,539
President & Chief		2011	$	444,615	$	0	$	347,847	$	429,388	$	214,997	$	26,612	$	99,273	$	1,562,732
Operating Officer		2010	$	340,962	$	0	$	823,698	$	172,002	$	0	$	26,702	$	58,691	$	1,422,055
Mr. Rudolph		2012	$	454,000	$	0	$	251,821	$	298,529	$	681,021	$	52,826	$	131,790	$	1,869,987
Executive Vice President,		2011	$	428,231	$	0	$	250,364	$	309,062	$	215,500	$	29,443	$	97,385	$	1,329,985
General Counsel &		2010	$	402,019	$	0	$	652,316	$	230,208	$	0	$	26,270	$	69,430	$	1,380,243
Secretary
Mr. Beisler		2012	$	383,038	$	0	$	92,977	$	0	$	640,850	$	734,245	$	68,439	$	1,919,549
President and CEO,		2011	$	365,923	$	0	$	36,972	$	0	$	441,873	$	378,648	$	68,517	$	1,291,933
Qdoba		2010	$	356,731	$	0	$	0	$	0	$	451,130	$	325,854	$	59,332	$	1,193,047


All Other Compensation Table

	Perquisite Allowance		Deferred Compensation Matching Contribution ^(a)		Company- Paid Life Insurance Premiums		Other			Total All Other Compensation
Mr. Comma (CEO)	$	66,500	$	173,202	$	0	$	0		$	239,702
Mr. Rebel (CFO)	$	52,000	$	40,646	$	322	$	62,573	^(b)	$	155,541
Mr. Rudolph (CLO)	$	52,000	$	85,602	$	403	$	33,243	^(b)	$	171,248
Ms. Allen (JIB President)	$	42,185	$	77,856	$	402	$	171,193	^(c)	$	291,636
Mr. Casey (Qdoba President)	$	45,700	$	55,628	$	513	$	0		$	101,841


⁽⁶⁾ EXECUTIVE COMPENSATION	~~Amounts in this column for fiscal 2012 are detailed in the table below:~~


	Approval Date		Grant Date ⁽¹⁾		Estimated Future Payout Under Non-Equity Incentive Plan Awards ⁽²⁾						Estimated Future Payouts Under Equity Incentive Plan Awards ⁽³⁾						All Other Stock Awards: Number of Shares of Stock or Units ⁽⁴⁾		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ⁽⁵⁾
Name	Approval Date		Grant Date ⁽¹⁾		Threshold		Target		Maximum		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ⁽⁵⁾
Ms. Lang		11/17/2011		11/25/2011		—		—		—		20,917		41,833		62,750		27,888		209,268	$	18.67	$	2,843,996
				N/A	$	—	$	966,000	$	1,932,000		—		—		—		—		—		—		—
Mr. Rebel		11/17/2011		11/25/2011		—		—		—		6,723		13,446		20,169		8,964		67,298	$	18.67	$	914,381
				N/A	$	—	$	379,500	$	759,000		—		—		—		—		—		—		—
Mr. Comma		11/17/2011		11/25/2011		—		—		—		5,622		11,244		16,866		7,496		56,276	$	18.67	$	764,630
				N/A	$	—	$	379,500	$	759,000		—		—		—		—		—		—		—
Mr. Rudolph		11/17/2011		11/25/2011		—		—		—		4,047		8,093		12,140		5,395		40,506	$	18.67	$	550,350
				N/A	$	—	$	342,750	$	685,500		—		—		—		—		—		—		—
Mr. Beisler		11/17/2011		11/25/2011		—		—		—		—		—		—		4,980		—		—	$	92,977
⁽⁶⁾					$	—	$	250,250	$	500,500		—		—		—		—		—		—		—
⁽⁷⁾					$	120,000	$	400,000	$	400,000		—		—		—		—		—		—		—



	Grant Date⁽¹⁾		Approval Date		Award Type⁽²⁾		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽³⁾						Estimated Future Payouts Under Equity Incentive Plan Awards ⁽⁴⁾						All Other Stock Awards: Number of Shares of Stock or Units #⁽⁵⁾		All Other Option Awards: Number of Securities Underlying Options # ⁽⁶⁾		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($) ⁽⁷⁾
Name	Grant Date⁽¹⁾		Approval Date		Award Type⁽²⁾		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Share)
Mr. Comma (CEO)		11/25/2014		11/13/2014		PSU 13-15								1,956		3,912		5,868							$	287,625
		11/25/2014		11/13/2014		PSU 14-16								3,301		6,602		9,903							$	485,421
		11/25/2014		11/13/2014		PSU 15-17								5,056		10,111		15,167							$	743,486
		11/25/2014		11/13/2014		RSU														15,167					$	1,115,230
		11/25/2014		11/13/2014		Option																45,960	$	73.53	$	1,013,216
				11/13/2014		AIP	$	—	$	850,000	$	1,700,000
Mr. Rebel (CFO)		11/25/2014		11/13/2014		PSU 13-15								1,672		3,344		5,016							$	245,909
		11/25/2014		11/13/2014		PSU 14-16								1,089		2,178		3,267							$	160,124
		11/25/2014		11/13/2014		PSU 15-17								1,412		2,825		4,237							$	207,698
		11/25/2014		11/13/2014		RSU														4,237					$	311,547
		11/25/2014		11/13/2014		Option																12,842	$	73.53	$	283,110
				11/13/2014		AIP	$	—	$	417,000	$	834,000
Mr. Rudolph (CLO)		11/25/2014		11/13/2014		PSU 13-15								1,007		2,013		3,020							$	148,016
		11/25/2014		11/13/2014		PSU 14-16								893		1,786		2,679							$	131,349
		11/25/2014		11/13/2014		PSU 15-17								1,229		2,457		3,686							$	180,688
		11/25/2014		11/13/2014		RSU														3,686					$	271,032
		11/25/2014		11/13/2014		Option																11,171	$	73.53	$	246,271
				11/13/2014		AIP	$	—	$	376,500	$	753,000
Ms. Allen (JIB President)		11/25/2014		11/13/2014		PSU 15-17								856		1,712		2,568							$	125,883
		11/25/2014		11/13/2104		RSU														2,568					$	188,825
		11/03/2014		10/28/2104		RSU														4,207					$	300,043
		11/25/2014		11/13/2014		Option																7,783	$	73.53	$	171,581
				11/13/2014		AIP	$	—	$	346,154	$	692,308
Mr. Casey (Qdoba President)		11/25/2014		11/13/2014		PSU 14-16								622		1,244		1,866							$	91,496
		11/25/2014		11/13/2014		PSU 15-17								770		1,541		2,311							$	113,285
		11/25/2014		11/13/2014		RSU														2,311					$	169,928
		11/25/2014		11/13/2014		Option																7,004	$	73.53	$	154,407
				11/13/2014		AIP	$	—	$	321,000	$	642,000


	Option Awards⁽¹⁾										Stock Awards
Name	Option Grant Date		Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date		Number Of Shares or Units of Stock That Have Not Vested ⁽²⁾		Market Value of Shares or Units of Stock That Have Not Vested ⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Ms. Lang		9/16/2005		80,600		—	$	17.625		9/16/2015		248,542	$	6,986,516		83,666	$	2,351,851
		09/15/2006		184,800		—	$	26.28		09/15/2016
		09/14/2007		300,000		—	$	30.69		09/14/2014
		09/12/2008		367,000		—	$	24.74		09/12/2015
		11/23/2009		172,666		86,334	$	19.26		11/23/2016
		11/26/2010		64,546		129,092	$	20.05		11/26/2017
		11/25/2011		—		209,268	$	18.67		11/25/2018
Mr. Rebel		09/16/2005		40,950		—	$	17.625		09/16/2015		77,621	$	2,181,926		26,892	$	755,934
		09/15/2006		66,000		—	$	26.28		09/15/2016
		09/14/2007		100,000		—	$	30.69		09/14/2014
		09/12/2008		120,000		—	$	24.74		09/12/2015
		11/23/2009		47,466		23,734	$	19.26		11/23/2016
		11/26/2010		19,018		38,036	$	20.05		11/26/2017
		11/25/2011		—		67,298	$	18.67		11/25/2018
Mr. Comma		09/14/2007		24,000		—	$	30.69		9/14/2014		50,748	$	1,426,526		22,488	$	632,138
		09/12/2008		23,000		—	$	24.74		09/12/2015
		11/23/2009		—		8,767	$	19.26		11/23/2016
		11/26/2010		—		34,698	$	20.05		11/26/2017
		11/25/2011		—		56,276	$	18.67		11/25/2018
Mr. Rudolph		11/08/2007		20,000		—	$	27.48		11/08/2017		68,206	$	1,917,271		16,186	$	454,988
		09/12/2008		40,000		—	$	24.74		09/12/2015
		11/23/2009		23,466		11,734	$	19.26		11/23/2016
		11/26/2010		12,487		24,975	$	20.05		11/26/2017
		11/25/2011		—		40,506	$	18.67		11/25/2018
Mr. Beisler		09/15/2006		30,000		—	$	26.28		09/15/2016		56,455	$	1,586,950		—	$	—
		09/12/2008		20,000		—	$	24.74		09/12/2015


~~09/16/2005~~		~~25% vests each year for four years from date of grant~~
~~09/15/2006~~		~~25% vests each year for four years from date of grant~~
~~09/14/2007~~		All option awards vest 33% ~~vests~~ each year for three years from date of ~~grant~~grant.
~~09/12/2008~~		~~33% vests each year for three years from date of grant~~
~~11/23/2009~~		~~33% vests each year for three years from date of grant~~
~~11/26/2010~~		~~33% vests each year for three years from date of grant~~
~~11/25/2011~~		~~33% vests each year for three years from date of grant~~


	Option Awards				Stock Awards
	Number of Shares Acquired on Exercise		Value Realized on Exercise		Number of Shares Acquired on Vesting		Value Realized on Vesting
Ms. Lang		109,100	$	894,815		5,164	$	102,247
Mr. Rebel		—	$	—		1,522	$	30,136
Mr. Comma		34,882	$	290,979		1,388	$	27,482
Mr. Rudolph		—	$	—		999	$	19,780
Mr. Beisler		—	$	—		369	$	7,306



	Option Awards				Stock Awards⁽¹⁾
	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Mr. Comma (CEO)		35,274	$	1,796,922		23,025	$	1,695,490
Mr. Rebel (CFO)		128,084	$	7,806,483		24,575	$	1,808,641
Mr. Rudolph (CLO)		31,998	$	1,732,334		15,065	$	1,108,838
Ms. Allen (JIB President)		0	$	0		0	$	0
Mr. Casey (Qdoba President)		4,812	$	135,964		498	$	36,837


	Plan Name	Number of Years Credited Service		Present Value of Accumulated Benefit at Normal Retirement Age ⁽¹⁾		Payments During Last Year
Ms. Lang⁽²⁾	Retirement Plan		25	$	764,664	$	—
	SERP		25	$	10,590,156
Mr. Rebel⁽²⁾	Retirement Plan		9	$	279,683	$	—
	SERP		9	$	1,882,303
Mr. Comma⁽³⁾	Retirement Plan		11	$	202,659	$	—
Mr. Rudolph⁽³⁾	Retirement Plan		5	$	146,114	$	—
Mr. Beisler⁽⁴⁾	Retirement Plan		10	$	314,157	$	—
	SERP		14	$	2,503,529


Pension Benefits Table

	Plan Name⁽¹⁾	Number of Years Credited Service (#)		Present Value of Accumulated Benefit at Normal Retirement Age ($) ⁽²⁾		Payments During Last Year ($)
Mr. Comma (CEO)	Retirement Plan		14	$	286,927	$	0
Mr. Rebel (CFO)	Retirement Plan		12	$	430,660	$	0
	SERP		12	$	4,463,439	$	0
Mr. Rudolph (CLO)	Retirement Plan		8	$	269,067	$	0
Ms. Allen (JIB President)	None		N/A		N/A		N/A
Mr. Casey (Qdoba President)	None		N/A		N/A		N/A


	Executive Contributions in Fiscal 2012 ⁽¹⁾		Registrant Contributions in Fiscal 2012 ⁽²⁾		Aggregate Earnings/ (Losses) in Fiscal 2012		Aggregate Withdrawals/ Distributions		Aggregate Balance at FYE 2012⁽³⁾
Ms. Lang	$	230,751	$	86,545	$	439,233	$	—	$	2,453,553
Mr. Rebel	$	57,854	$	37,735	$	99,259	$	—	$	527,866
Mr. Comma	$	51,762	$	66,395	$	89,791	$	—	$	681,164
Mr. Rudolph	$	34,051	$	79,451	$	68,686	$	—	$	182,188
Mr. Beisler	$	22,325	$	22,325	$	230,183	$	—	$	1,298,842


	Cash Severance ⁽¹⁾		Annual Incentive ⁽²⁾		Continuation of Benefits ⁽³⁾		Equity Incentive and Stock Awards ⁽⁴⁾		Pension and SERP Benefits ⁽⁵⁾		Gross Up for Excise Tax⁽⁶⁾		TOTAL
Ms. Lang
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	764,664		—	$	764,664
Death		—		—		—	$	9,644,161	$	2,576,801		—	$	12,220,962
Disability		—		—		—	$	5,864,134	$	11,455,571		—	$	17,319,705
Change in Control / Qualifying Termination	$	2,898,000	$	2,559,900	$	47,243	$	4,532,707	$	14,114,457	$	8,273,426	$	32,425,733
Mr. Rebel
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	279,683		—	$	279,683
Death		—		—		—	$	2,915,339	$	993,350		—	$	3,908,689
Disability		—		—		—	$	1,763,430	$	2,262,988		—	$	4,026,418
Change in Control / Qualifying Termination	$	1,265,000	$	839,117	$	28,622	$	1,874,171	$	5,169,431	$	2,501,415	$	11,677,756
Mr. Comma
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	202,659		—	$	202,659
Death		—		—		—	$	2,198,528	$	202,659		—	$	2,401,187
Disability		—		—		—	$	1,310,029	$	262,091		—	$	1,572,120
Change in Control / Qualifying Termination	$	1,375,000	$	912,083	$	51,945	$	1,771,817	$	202,659		—	$	4,313,504
Mr. Rudolph
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	146,114		—	$	146,114
Death		—		—		—	$	2,542,045	$	146,114		—	$	2,688,159
Disability		—		—		—	$	1,854,524	$	242,703		—	$	2,097,227
Change in Control / Qualifying Termination	$	1,142,500	$	757,858	$	28,622	$	2,056,681	$	146,114		—	$	4,131,775
Mr. Beisler
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	314,157		—	$	314,157
Retirement Eligible		—		—		—		—	$	2,817,686		—	$	2,817,686
Death		—		—		—	$	1,281,332	$	3,322,423		—	$	4,603,755
Disability		—		—		—	$	1,281,332	$	2,923,311		—	$	4,204,643
Change in Control / Qualifying Termination	$	577,500	$	590,205	$	23,221	$	700,804	$	3,322,423	$	1,134,399	$	6,348,552




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~~Change of Address~~ ~~— Please print new address below.~~		~~Comments~~~~—Please print your comments below.~~	~~Meeting Attendance~~	¨
		JACK IN THE BOX INC. Annual Meeting of Stockholders February 12, 2016, 8:30 a.m., Pacific Time This proxy is solicited by the Board of Directors	~~Mark~~

	The undersigned hereby appoints Leonard A. Comma and Phillip H. Rudolph, and each of them, with power to act without the ~~box~~other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the ~~right~~other side, all the shares of Jack in the Box Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the 2016 Annual Meeting of Stockholders of the company to be held February 12, 2016, or at any adjournment or postponement thereof, with all powers which the undersigned would possess if ~~you plan to attend~~present at the Annual Meeting. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTORS AND “FOR” PROPOSALS 2, 3 AND 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof.

		Address Changes/Comments:




		(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side

Mr. Murphy’s qualifications to serve on our Board include his business and management experience leading Sharp HealthCare, a large integrated healthcare delivery system with multiple facilities and more than 15,000 employees, his experience as a senior financial officer of Sharp HealthCare, and his experience as a Certified Public Accountant, and former partner at Deloitte. He also serves on the Board of Directors and executive committee of the California Chamber of Commerce. The Board benefits from Mr. Murphy’s extensive experience in accounting, finance, financial reporting, auditing, governance, labor relations, human resources and compensation, marketing, risk assessment and risk management, strategic planning and quality initiatives.

Leonard A. Comma
Director Since January 2014
Mr. Comma was appointed a Director, Chairman of the Board and Chief Executive Officer, effective January 1, 2014, and since that date has served as a member of the Executive Committee. From May 2012

Qualifications:
• Mr. Comma has 25 years of experience at two major public companies with extensive retail and franchise operations, including for the past two years as Chairman and CEO of Jack in the Box Inc. In his prior executive-level role as President and Chief Operating Officer for Jack in the Box Inc., Mr. Comma was responsible for the operations of all Company and franchised Jack in the Box restaurants — more than 2,200 locations — as well as: Menu Innovation, including Menu Strategy, Operations Support, and Research & Development; Marketing Communications, including Merchandising; Consumer Intelligence & Analytics; and Internal Brand Communications. Mr. Comma also gained extensive experience in restaurant and retail operations and franchising in his previous roles with the Company as well as with ExxonMobil. His professional expertise and knowledge of our business, our competition and our competitive positioning, along with his deep understanding of our values and culture, bring an important Company perspective to the Board.

until October 2014, Mr. Comma served as President, and from November 2010 to January 1, 2014, as Chief Operating Officer of Jack in the Box Inc. Mr. Comma joined the Company in 2001 as Director of Convenience Store & Fuel Operations for the Company’s proprietary chain of Quick Stuff convenience stores, which included more than 60 locations at the time it was sold in 2009. In 2004, he was promoted to Division Vice President of Quick Stuff Operations, and in 2006 he was promoted to Regional Vice President of Quick Stuff and the Company’s Southern California region, which included more than 150 Jack in the Box restaurants. In 2007, Mr. Comma was promoted to Vice President of Operations, Division II, and had oversight of nearly 1,200 company and franchised Jack in the Box restaurants in the Western U.S. Prior to joining Jack in the Box Inc., Mr. Comma worked for ExxonMobil Corporation since 1989, most recently as a Regional Manager with responsibility for supporting more than 300 franchisees in California, Nevada and Arizona.