TABLE OF CONTENTS
Board Composition
— Our Board has a mix of relatively newer and longer-tenured directors. The charts below show Board makeup for 2021 by various characteristics. The average tenure of the Board of Directors is 10.5 years while the average age is 61.5 years. For more information on our philosophy regarding the recruitment and diversity of Board members and our Board refreshment policies, please see pages23-25.27.
Director Tenure Average Tenure: 7.5 years Average Age: 58 years Independence Gender
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT5
| Part I: Gender Identity
| |
| Directors | | | 3 | | | 5 | | | 0 | | | 0 | |
| Part II: Demographic Background
| |
| African American or Black | | | 0 | | | 0 | | | 0 | | | 0 | |
| Alaskan Native or Native American | | | 0 | | | 0 | | | 0 | | | 0 | |
| Asian | | | 1 | | | 0 | | | 0 | | | 0 | |
| Hispanic or Latinx | | | 0 | | | 0 | | | 0 | | | 0 | |
| Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | 0 | | | 0 | |
| White | | | 2 | | | 5 | | | 0 | | | 0 | |
| Two or More Races or Ethnicities | | | 0 | | | 0 | | | 0 | | | 0 | |
| LGBTQ+ | | | 0 | |
| Did Not Disclose Demographic Background | | | 0 | |
We are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accountants for fiscal
2018.2022. Although stockholder ratification of the appointment is not required, the Audit Committee believes it is appropriate to seek such ratification. Additional information is provided on
pages 29-31.36.2017 Auditor | Audit Fees | | | $1,091,883 | |
Audit Fees | | $1,098,414
|
Qdoba Audit Fees (1)
| | 880,000
|
| | 612 | $— | |
| Securitization Related Audit Fees | | | $110,000 | |
| | | $1,979,026
|
(1) | Qdoba Audit Fees are described in the “Independent Registered Public Accountants Fees and Services” section.
$1,201,883 | |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 7 |
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Executive Compensation
Highlights(Proposal 3)
The Company seeks a
non-binding advisory vote from its stockholders to approve the compensation of our NEOs for fiscal
20172021 (“Say on Pay”). 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.
• | Our CD&A, starting at page 39, describes the compensation decision-making process, details our programs and policies, and includes an illustration of our compensation framework and key fiscal 2021 performance measures and pay actions. |
Our CD&A describes the compensation decision-making process, details our programs and policies, and includes an illustration of ourcompensation framework and key fiscal 2017 performance measures and pay actions on page 36.
Our executivecompensation programs are built on the following principles and objectives:
Competitive target pay structure, including base salary, annual incentive, and long-term incentives that enable us to attract and retain talented, experienced executives who can deliver successful business performance and drive long-termlong- term stockholder value.
Pay for performance alignment, with a higher percentagethe largest proportion of executive pay in the form of annual and long-term incentives that directly tie payouts, if any, to the achievement of incentive goals.corporate goals and strategies.
Comprehensive goal setting, with financial, operating,operational, and strategic performance metrics that drive long-term stockholder value.
Executive alignment with stockholders, through stock ownership and holding requirements.requirements that build and maintain an executive’s equity investment in the company.
Incentivizingbalanced short-short-term and long-term executive decision-making, through variable compensation components (cash and stock) using varying timeframes.
Sound governance practices and principles in plan design and pay decisions, with the Compensation 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 stockholders approved each of the prior fourfive years’ Say on Pay proposals by over 96%90% of votes cast.
6 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
| | | | | | | | |
| | | | | | | | 8 JACK IN THE BOX INC. | 2022 PROXY SUMMARY STATEMENT |
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Compensation Governance Practices
The company has several governance practices that we believe support the soundness and efficacy of our compensation programs. In short:
☑ What We Do
| | ☒ What We Don’t Do
|
✓
☑ | | | Compensation Committee composed entirely of independent directors, who meet regularly in executive session without Management present. Pages 22, 4323, 50. | | ☒ Section 16 officers and directors are prohibited from hedging, pledging or holding Company stock in margin accounts.Page 49.
|
✓
☑ | | | Independent compensation consultant who works exclusively for the Compensation Committee (no other work for the Company). Page 4350. | | ☒ No dividends or dividend equivalents are paid on unvested restricted stock units (RSUs) or performance share units. Page 41.
|
✓
☑ | | | Robust stock ownership and holding requirements. Page 4857. | | ☒ Nore-pricing of equity without stockholder approval.Page 33.
|
✓
☑ | | | Compensation Risk Committee that analyzes compensation plans, programs, policies and practices. Page 5363. | | ☒ The Company ceased providing taxgross-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).Page 51.
|
✓
☑ | | | Compensation Committee discretion to reduce payouts under incentive plans. Page 5363. | | ☒ No single trigger change in control accelerated vesting of RSUs and options. Since 2014, all RSUs and options awards that provide for vesting upon a change in control require a “double trigger” (termination and consummation of the change in control).Page 61.
|
✓
☑ | | | Clawback policy providing ability to recover incentive cash compensation and performance-based equity awards based on financial results that were subsequently restated due to fraud or intentional misconduct. Page 5063. |
☑ | | | Annual incentive and long-term incentive compensation based on rigorous performance goals that are key metrics for business success and include maximum payout caps. Page 63. |
☒ | | | Section 16 officers and directors are prohibited from hedging, pledging, or holding Company stock in margin accounts. Pages 58, 63. |
☒ | | | No dividends or dividend equivalents are paid on unvested restricted stock units (RSUs) or performance shares. Page 48. |
☒ | | | No re-pricing of equity is permitted without stockholder approval. Page 38. |
☒ | | | No tax gross-ups except in the case of qualified relocation expenses (which requires Compensation Committee approval in the case of executive officers). Page 65. |
☒ | | | No RSUs or options awards provide for vesting upon a change in control without a “double trigger” (termination and consummation of the change in control) unless the award is not assumed or substituted for by the acquirer. Pages 70-71. |
Amendment to 2004 Stock Incentive Plan to Extend Date by Which Awards May Be Granted Through December 31, 2022 (Proposal 4)
The Company seeks approval from its stockholders to amend the Jack in the Box Inc. 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022. Additional information is available on pages 76-84. Stockholder Proposal Regarding Virtual Meetings (Proposal 5)
The Company received a stockholder proposal from The Humane Society of the United States (the “HSUS Proposal”). Additional information regarding the HSUS Proposal is provided on pages 85-86. Stockholder Proposal Regarding the Issuance of a Report on Sustainable Packaging (Proposal 6)
The Company received a stockholder proposal from Green Century Capital Management, Inc. (the “Green Century Proposal”). Additional information regarding the Green Century Proposal is provided on pages 87-88. JACK IN THE BOX INC. | 2022 PROXY STATEMENT 9 |
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Please see the “Questions“Questions and Answers” section that immediately follows for important information about the proxy materials, voting, the annual meeting,Annual Meeting, Company documents, communications, and the deadlines to submit stockholder proposals for the 20192023 Annual Meeting of Stockholders.
10 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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| | | | QUESTIONS AND ANSWERS | |
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT7
JACK IN THE BOX INC.
9330 Balboa Avenue
9357 Spectrum Center Blvd
San Diego, California 92123
ANNUAL MEETING OF STOCKHOLDERS
February 27, 2018
March 4, 2022
Proxy Materials and Voting Information
1.
| Why am I receiving these materials?
|
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,” or “our”) is soliciting your proxy to vote at the 20182022 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 27, 2018,March 4, 2022, at 8:30 a.m. Pacific Standard Time via live webcast at our corporate headquarters located at 9330 Balboa Avenue, San Diego, CA 92123.http://www.virtualshareholdermeeting.com/JACK2022. You will need the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials, your proxy card, or on the instructions that accompanied your proxy materials. If you held shares of our common stock on December 29, 2017January 7, 2022 (the “Record Date”), you are invited to attend the Annual Meeting and vote on
the proposals
described below under the heading “What are my voting choices for each of the items to be voted on at the 20182022 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 before the Annual Meeting 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 onForm 10-K for the fiscal year ended October 1, 2017,3, 2021, will be mailed to stockholders on or about January 25, 2018.31, 2022.
2.
| Who can vote at the Annual Meeting?
|
If you were a holder of Jack in the Box common stock (the “Common Stock”) either as astockholder of recordor as thebeneficial owner of shares held in Street nameas of the close of business on December 29, 2017,January 7, 2022, the Record Date for the Annual Meeting, you may vote your shares at the Annual Meeting. As of the Record Date, there were 29,532,155approximately
21,102,348 shares of 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 name.
3.
| What does it mean to be a “stockholder of record”?
|
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.counted
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 11 |
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| QUESTIONS AND ANSWERS | | | | |
8 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
4. | What does it mean to beneficially own shares in “Street name”?
|
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 name” and these proxy materials are being forwarded to you by that broker. The broker holding your account is considered the stockholder of 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 validlegal 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 fiscal 2018)2022) 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.
5.
| What are my voting choices for each of the items to be voted on at the 20182022 Annual Meeting?
|
| | | | |
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 all nominees; or | |
| •• Abstain from voting with respect to specific nominees. | |
| The Board recommends a vote FORall 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 vote FORthe ratification. | |
| | |
Item 3: Advisory Vote to Approve Executive Compensation (“Say on Pay”) | | | | •• Vote in favor of the advisory proposal; | |
| •• Vote against the advisory proposal; or | |
| •• Abstain from voting on the advisory proposal. | |
| The Board recommends a vote FORthe advisory approval of executive compensation. | |
| Item 4: Amendment to 2004 Stock Incentive Plan to Extend Date by Which Awards May Be Granted Through December 31, 2022 | | | • Vote in favor of the proposal. | |
| • Vote against the proposal; or | |
| • Abstain from voting on the proposal. | |
| The Board recommends a vote FOR the proposal | |
| Item 5: Stockholder Proposal Regarding Virtual Meetings | | | • Vote in favor of the proposal; | |
| • Vote against the proposal; or | |
| • Abstain from voting on the proposal. | |
| The Board does not make a recommendation for the proposal. | |
| Item 6: Stockholder Proposal Regarding the Issuance of a Report on Sustainable Packaging | | | • Vote in favor of the proposal; | |
| • Vote against the proposal; or | |
| • Abstain from voting on the proposal. | |
| The Board recommends a vote AGAINST the proposal. | |
12 6.JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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| | | | QUESTIONS AND ANSWERS | |
6.
| What if I return the proxy card to the Company but do not make specific choices?
|
If you return a signed, dated, proxy card to the Company without making any voting selections, the Company will vote your shares as follows:
“FOR”the election of all director nominees;
“FOR”the ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September 30, 2018; andOctober 2, 2022;
“FOR,”FOR” on an advisory basis, approval of the compensation awarded to our named executive officers for the fiscal year ended October 1, 2017,3, 2021, as set forth in this Proxy Statement.
Statement;JACK IN THE BOX INC.“FOR” the amendment to the Jack in the Box Inc. 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022; and
ï“ABSTAIN” for 2018 PROXY STATEMENTthe stockholder proposal requesting that all stockholder meetings be held, in whole or in part, through virtual means.
9“AGAINST” the stockholder proposal requesting that a report be issued regarding the Company’s sustainable packaging policy.
7. | Could any additional matters be raised at the 20182022 Annual Meeting?
|
We are not aware of any other matters to come before the Annual Meeting. If any matter not mentioned herein is properly brought before the Annual Meeting, the persons named in the
enclosed proxy will have discretionary authority to vote all proxies with respect thereto and in accordance with their best judgment.
8.
| What does it mean if I received more than one proxy card?
|
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 brokernon-votes. A “brokernon-vote” non- vote” occurs when your broker submits a proxy card for your shares of Common Stock held in 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 name, brokers have the discretion to vote those shares on routine matters but not onnon-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. Therefore, if you hold your shares in 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 except the ratification of the appointment of 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
Number
| | Item | | | | Votes Required for Approval | | Abstentions | Abstentions | | | Uninstructed
Shares | |
| 1 | | | | |
1 | | Election of 98 Directors | | | | Majority of votes cast. | | | No effect. | | | No effect. | |
| 2 | | | | |
| | | | | | | | | | |
| | | | | |
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.vote on the proposal. | | | | | | Discretionary voting by broker permitted. | |
| 3 | | | | |
| | | | | | | | | | |
| | | | | |
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.vote on the proposal. | | | | | | No effect. | |
| 4. | | | Amendment to 2004 Stock Incentive Plan to Extend Date by Which Awards May Be Granted Through December 31, 2022 | | | Majority of the voting power of the shares present in person or by proxy and entitled to vote on the proposal. | | | Count as votes against. | | | No effect. | |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 13 |
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| QUESTIONS AND ANSWERS | | | | |
| 5 | | | Stockholder Proposal Regarding Virtual Meetings | | | Majority of the voting power of the shares present in person or by proxy and entitled to vote on the proposal. | | | Count as votes against. | | | No effect. | |
| 6. | | | Stockholder Proposal Regarding the Issuance of a Report on Sustainable Packaging | | | Majority of the voting power of the shares present in person or by proxy and entitled to vote on the proposal. | | | Count as votes against. | | | No effect. | |
10.
| How many shares must be present or represented to conduct business at the Annual Meeting?
|
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-
brokernon-votes
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.
10 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
11.
| | | | | | | | |
| | | | | | | | QUESTIONS AND ANSWERS
|
11. | How do I vote my shares of Jack in the Box Common Stock?
|
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 11:59 p.m., Eastern Time, on March 3, 2022.
By Telephone: by following the telephone voting instructions included in the proxy card at any time up until 11:59 p.m., Eastern Time, on March 3, 2022.
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.
• | | By Internet:During Live Webcast: by following the Internet voting instructions included in the proxy card at any time up until 11:59 p.m., Eastern Time, on February 26, 2018.
|
• | | By Telephone: by following the telephone voting instructions included in the proxy card at any time up until 11:59 p.m., Eastern Time, on February 26, 2018.
|
• | | By Mail: if you have received a printed copy of the proxy materials from us by mail, youas this year’s Annual Meeting will be held entirely online, stockholders 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 thepre-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 toduring the Annual Meeting as described inby joining the Notice, you may vote your shares in personlive webcast at the meeting. Even if you plan to
|
| | attendfollowing site: http://www.virtualshareholdermeeting.com/JACK2022. To participate in the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so thatwill need the 16- digit control number included on your vote will be counted in the event you later decide not to attend the Annual Meeting. Notice, on your proxy card, |
or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to participate in the live webcast of the Annual Meeting, the Company recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend.
If you are a beneficial owner, you can vote in the following way:
If your shares are held in 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 toat the Annual Meeting as described in the Notice, andif you obtain a valid legal proxy from your broker giving you the legal right to vote the shares at the Annual Meeting.
12.
| May I change my vote or revoke my proxy?
|
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 11:59 p.m. Eastern Time on February 26, 2018;March 3, 2022;
attending
• | participating in the live webcast of the Annual Meeting at http://www.virtualshareholdermeeting.com/JACK2022 by |
14 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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| | | | QUESTIONS AND ANSWERS | |
entering in the 16-digit control number included in your proxy materials, revoking your proxy, and voting in person (attendance atduring the Annual Meeting (joining the live webcast of 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,9357 Spectrum Center Blvd., San Diego, CA 92123, Attention: Corporate Secretary, or hand delivered to the Corporate Secretary before the taking of the vote at the Annual Meeting.
Secretary.
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 atduring the live webcast of the Annual Meeting if you obtain a signed legal proxy from the broker, bank, or other nominee giving you the right to vote the shares.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT11
13.
| | | | | | | | |
QUESTIONS AND ANSWERS
| | | | | | | | |
13. | Who will pay for the cost of soliciting proxies?
|
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 Incorporated (“Innisfree”), a proxy-solicitation firm, to provide advice to the Company with respect to the 20182022 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 certainout-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.
14.
| How can I find out the results of the Annual Meeting?
|
Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report onForm 8-K that we expect to file with the Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting. After theForm 8-K is filed, you may obtain
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,9357 Spectrum Center Blvd., San Diego, CA 92123, or by sending an email to investor.relations@jackinthebox.com.
15.
| How can I obtain copies of the proxy statement or10-K?
|
A copy of this Proxy Statement and the Company’s Annual Report onForm 10-K (“Form10-K”) for the fiscal year ended October 1, 2017,3, 2021, are available free of charge on our website. These filings and all of our filings that are made electronically with the SEC, includingForms 10-K,10-Q10-K, 10-Q and8-K 8- K may be found athttp://investors.jackinthebox.com. Form10-K, 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,9357 Spectrum Center Blvd., 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-nameStreet- 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.
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 15 |
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| QUESTIONS AND ANSWERS | | | | |
Annual Meeting Information
16.
| How do I attend the 20182022 Annual Meeting of Stockholders in person?Stockholders?
|
IMPORTANT NOTE: If you plan to attend the Annual Meeting, you must follow these instructionsinstructions.
The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to
gain admission.All attendees will need to present proofattend the annual meeting as well as vote and submit your questions during the live webcast of ownershipthe meeting by visiting the following website: http://www.virtualshareholdermeeting.com/JACK2022 and
entering the 16-digit control number included in our Notice of JackInternet Availability of Proxy Materials, on your proxy card, or 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.instructions that accompanied your proxy materials
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 29, 2017.
Attendance at the meeting is limited to stockholders as of the Record Date (December 29, 2017)(January 7, 2022) or their authorized named representatives. Cameras,Recording of the Annual Meeting by camera, sound, or video recording devices and large bags or packages will not be allowed in the meeting room.
is strictly prohibited.12 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
Communications and Stockholder Proposals
17.
| How can I communicate with the Company’s Directors?
|
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,9357 Spectrum Center Blvd., 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-relatedstock- related matter; or
not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
topics.18.
| How do I submit a proposal for action at the 20192023 Annual Meeting?
|
A proposal for action to be presented by any stockholder at the
20192023 Annual Meeting of Stockholders will be acted upon only:
If a proposal is to be included in the proxy statement, pursuant toRule 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 27, 2018.
October 3, 2022.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 30, 2018,November 4, 2022, and not earlier than September 30, 2018;October 5, 2022; 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.
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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
20192023 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,9357 Spectrum Center Blvd., 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 http://investors.jackinthebox.com.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT13
16 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |