8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 3, 2023

JACK IN THE BOX INC.

(Exact name of registrant as specified in its charter)

9357 Spectrum Center Blvd, San Diego, CA 92123

(Address of principal executive offices) (Zip Code)

(858) 571-2121

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

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. ☐

The annual meeting of the stockholders of Jack in the Box Inc. (the “Company”) was held on March 3, 2023. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company's proxy statement, were as follows: (1) Election of the nine members of the board of directors; (2) Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending October 1, 2023; (3) Consideration and approval of an advisory (non-binding) resolution regarding executive compensation; (4) Approval of the Jack in the Box Inc. 2023 Omnibus Incentive Plan; and (5) Consideration and approval of an advisory (non-binding) resolution regarding the frequency of the vote on executive compensation.

All directors were elected; Proposals (2), (3), and (4) were approved; and a frequency of one year was approved for Proposal (5). The final voting results are set forth below.

(1) The votes cast for, against or abstaining from, and the broker non-votes with respect to, the election of directors, were as follows:

(2) The votes cast for, against or abstaining from, with respect to, the ratification of the appointment of KPMG LLP as independent registered public accountants for the fiscal year ending October 1, 2023, were as follows:

(3) The votes cast for, against or abstaining from, and the broker non-votes with respect to the advisory vote to approve executive compensation were as follows:

(4) The votes cast for, against or abstaining from, and the broker non-votes with respect to approving the Jack in the Box Inc. 2023 Omnibus Incentive Plan, were as follows.:

(5) The votes cast for, against or abstaining from, and the broker non-votes with respect to an advisory vote on the frequency of the vote on executive compensation (“Say on Pay vote”), were as follows:

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.