UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2022

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On December 12, 2022, Jack in the Box Inc. (the “Company”) announced that Tim Mullany, the Company’s Executive Vice President and Chief Financial Officer, will be leaving the Company effective February 2, 2023. Mr. Mullany’s departure is for personal reasons and not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Effective immediately, Dawn E. Hooper, the Company’s Vice President of Financial Reporting and Controller, shall serve as the Company’s interim principal financial officer until the Company’s Board of Directors (the “Board”) appoints a successor Chief Financial Officer.  Ms. Hooper, 52, previously served in the role of the Company’s interim principal financial officer from August 2020 to January 2021 and has served as the Company’s Vice President of Financial Reporting since January 2013.  She previously served as the Company’s Assistant Controller from January 2013 until being appointed to the Controller position in May 2020.  She started at the Company in October 2000 as a Corporate Accounting Manager and later occupied the position of the Company’s Director of Financial Reporting.   Prior to joining the Company, Ms. Hooper worked for KPMG LLP from September 1993 to September 2000.  She received her Bachelor of Accountancy from the University of San Diego. There are no reportable family relationships or related person transactions involving the Company and Ms. Hooper.

In connection with her appointment as interim principal financial officer, effective

    immediately, Ms. Hooper’s salary shall increase $7,500 per month.

On December 12, 2022, the Company issued a press release announcing Mr. Mullany’s departure and Ms. Hooper’s appointment. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

(d)         Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Jack in the Box Inc. Announces Departure of CFO Tim Mullany

SAN DIEGO--(BUSINESS WIRE)--December 12, 2022--Jack in the Box Inc. (NASDAQ: JACK) announced today that Tim Mullany, Executive Vice President, and Chief Financial Officer will be leaving the Company for personal reasons, effective February 2, 2023. The Company has initiated a search for a new Chief Financial Officer.

While the company searches to identify a successor, Dawn Hooper, VP, Controller & Financial Reporting, will assume a temporary role as Principal Financial Officer. Hooper has been with Jack in the Box Inc. for 22 years and held various leadership positions within Finance. She will report to Darin Harris, CEO, until a successor is named.

Mullany joined the Jack in the Box Inc. team in January 2021 and most recently led the Del Taco acquisition. He made significant contributions over the past year in support of the Shared Services organization.

Darin Harris, CEO, said, “I appreciate Tim’s partnership as he guided us through a period of unprecedented inflation while simultaneously integrating our two Brands this year. We wish him the best of luck and we are certain the Finance team will be in good hands until his successor is named.”

About Jack in the Box Inc.

Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box^®^, one of the nation’s largest hamburger chains with more than 2,200 restaurants across 21 states, and Del Taco^®^, the second largest Mexican-American QSR chain by units in the U.S. with approximately 600 restaurants across 15 states. For more information on both brands, including franchising opportunities, visit www.jackinthebox.com and www.deltaco.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the company's brand; increased regulatory and legal complexities, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; and stock market volatility. These and other factors are discussed in the company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request. The company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.

Contacts

Chris Brandon

          Vice President, Investor Relations 

          chris.brandon@jackinthebox.com

          619.902.0269