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 4, 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. ☐

The annual meeting of the stockholders of Jack in the Box Inc. (the “Company”) was held on March 4, 2022. 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 eight 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 2, 2022; (3) Consideration and approval of an advisory (non-binding) resolution regarding executive compensation; (4) An amendment to the Jack in the Box 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022; (5) A stockholder proposal requesting that all stockholder meetings be held, either in whole or in part, through virtual means and that virtual attendance be allowed; and (6) A stockholder proposal requesting that the Company issue a report regarding developing a sustainable packaging policy

All directors were elected; and Proposals (2), (3), (4), (5), and (6) were all approved.  The final voting results are set forth below.

(1) The following directors were elected by the affirmative vote of a majority of votes cast for that director (abstentions and broker non-votes are not counter either as a vote cast “for” or “against”):

(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 2, 2022, 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 amending the Jack in the Box Inc. 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022, were as follows.:

(5) The votes cast for, against or abstaining from, and the broker non-votes with respect to a stockholder proposal requesting that all stockholder meetings be held, either in whole or in part, through virtual means and that virtual attendance be allowed, were as follows:

(6) The votes cast for, against or abstaining from, and the broker non-votes with respect to a stockholder proposal requesting that we issue a report regarding developing a sustainable packaging policy, 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.