Jack In The Box Inc 8-K, filed Mar 3, 2023
Jack In The Box Inc (JACK)
8-K
2023-03-03
For: 2023-03-03
View Original
Added on
April 06, 2026
About this 8-K
Jack In The Box Inc filed this 8-K on March 3, 2023.
Items reported
- Item 5.07: Shareholder vote results
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
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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(Nasdaq Global Select Market)
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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. ☐
| ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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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:
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Nominees
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No. of Shares
Voted For
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% of
Shares
Cast For
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No. of Shares
Voted Against
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% of
Shares
Cast
Against
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No. of
Shares
Abstaining
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No. of
Broker Non-
Votes
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Guillermo Diaz, Jr.
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16,429,757
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92.10
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1,408,903
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7.90
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6,269
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1,094,582
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David L. Goebel
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15,875,607
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89.00
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1,962,643
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11.00
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6,679
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1,094,582
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Darin S. Harris
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16,026,707
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89.85
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1,811,110
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10.15
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7,112
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1,094,582
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Sharon P. John
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16,375,952
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91.80
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1,462,464
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8.20
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6,513
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1,094,582
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Madeleine A. Kleiner
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15,733,296
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88.19
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2,107,119
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11.81
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4,514
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1,094,582
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Michael W. Murphy
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15,862,483
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88.93
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1,975,405
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11.07
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7,041
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1,094,582
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James M. Myers
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15,950,098
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89.42
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1,887,596
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10.58
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7,235
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1,094,582
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David M. Tehle
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15,799,913
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88.57
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2,037,981
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11.43
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7,035
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1,094,582
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Vivien M. Yeung
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16,314,284
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91.46
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1,523,960
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8.54
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6,685
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1,094,582
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No. of Shares
Voted For
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% of
Shares
Voted For
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No. of Shares
Voted Against
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% of Shares
Voted
Against
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No. of
Shares
Abstaining
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%. of
Shares
Abstaining
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18,260,766
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96.42
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674,123
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3.56
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4,622
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0.02
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(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:
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No. of Shares
Voted For
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% of
Shares
Voted For
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No. of
Shares
Voted
Against
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% of
Shares
Voted
Against
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No. of
Shares
Abstaining
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%. of
Shares
Abstaining
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No. of
Broker
Non-Votes
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17,286,027
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96.87
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545,315
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3.06
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13,587
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0.07
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1,094,582
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(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.:
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No. of Shares
Voted For
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% of
Shares
Voted For
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No. of
Shares
Voted
Against
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% of
Shares
Voted
Against
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No. of
Shares
Abstaining
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%. of
Shares
Abstaining
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No. of
Broker
Non-Votes
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15,750,835
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88.27
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2,083,160
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11.67
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10,934
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0.06
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1,094,582
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(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:
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1-Year
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2-Years
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3-Years
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Abstain
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Broker Non-Votes
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17,292,642
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8,513
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537,376
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6,398
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1,094,582
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% of Shares
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% of Shares
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% of Shares
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Voted For
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Voted For
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Voted For
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96.91
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0.05
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3.01
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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.
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JACK IN THE BOX INC.
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Date: March 3, 2023
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/s/ Darin Harris
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Darrin Harris
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Executive Vice President, Chief Executive Officer
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