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): September 9, 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 September 9, 2022, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee, appointed Guillermo Diaz, Jr. as a member of the Board, effective September 26, 2022, to serve until the next annual meeting of shareholders.

There is no arrangement or understanding pursuant to which Mr. Diaz was appointed as a director and there are no related party transactions between the Company and Mr. Diaz within the meaning of Item 404(a) of the Regulation S-K promulgated by the Securities and Exchange Commission. The Board has determined that Mr. Diaz satisfies the requirements of independence under the NASDAQ listing standards and the additional Director Independence Guidelines adopted by the Board for service on the Board and committees of the Board, including the Audit and Compensation Committees.

The Board has not yet appointed Mr. Diaz to any Board committees.

For service as a non-management director during the Company’s fiscal year 2022, Mr. Diaz will receive a pro rata portion of an annual (i) Board service cash retainer of $65,000 and (ii) if and upon appointment to any committees, committee membership cash retainers ranging from $5,000 to $10,000 depending on the committee. He will also be eligible for awards of equity in the form of restricted stock units (RSUs). Non-employee director RSU awards are generally made each February or March and vest one year from the date of grant.  Under the Company’s Deferred Compensation Plan for Non-Management Directors, directors may elect to defer payment of all or any part of their retainers. Mr. Diaz and the Company will also enter into the Company’s standard form of Directors Indemnification Agreement, the form of which is attached to the Company’s Form 10-Q, filed August 10, 2012, as Exhibit 10.11.

On September 14, 2022, the Company issued a press release on Mr. Diaz’s appointment to the Jack in the Box Inc. Board of Directors, which is furnished as Exhibit 99.1 and is attached to this Form 8-K.

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.

Exhibit 99.1

Guillermo Diaz, Jr Joins Jack in the Box Inc. Board of Directors

SAN DIEGO--(BUSINESS WIRE)--September 14, 2022--Jack in the Box Inc. (NASDAQ: JACK) today announced that Guillermo Diaz, Jr has joined the company’s Board of Directors, effective September 26, 2022. Diaz now serves as the Chairman of the Hispanic Technology Executive Council (HITEC), the premier, global executive leadership organization of senior business and technology executives building outstanding careers in technology. Diaz is also the Founder and CEO of Conectado Inc., an innovative, Web 3 digital platform with the mission to accelerate access to opportunities for underrepresented minorities, and currently serves on the Board of Directors for Blue Shield of California.

Diaz joins the Jack in the Box Inc. Board with more than three decades of experience in telecommunications and information technology. Prior to his current roles, Diaz served as CEO at Kloudspot, Inc., an innovative predictive AI and IoT analytics platform provider, and as Global Chief Information Officer at Cisco Systems, Inc. In addition to his role as CIO at Cisco, he led the Customer Digital Transformation program, where he and his team leveraged Cisco’s own digital journey and thought leadership to partner with customers to develop their own digital transformation programs.

“We are delighted to welcome Guillermo to our Board and look forward to leveraging his experience for the Jack in the Box and Del Taco brands as we execute our long-term strategic plan,” said Darin Harris, CEO at Jack in the Box Inc. “In addition to Guillermo’s IT leadership experience, he is also a Diversity, Equity & Inclusion (DEI) advocate as evidenced by his leadership of the Cisco Diversity Council and his executive sponsorship of Cisco’s Hispanic/Latino and Veteran employee resource organizations. As we identify how we will further our DEI efforts at the Company, Guillermo will be a key partner in guiding how best to achieve our goals, while amplifying the voices of our diverse workforce in our restaurants.”

“We are very pleased to have partnered with Diversified Search in identifying Guillermo as a new Board member, and we’re delighted to leverage his breadth of technology experience and a strong track record for accelerating culture through people, process, and technology, as it adds a unique perspective to our Board,” said David L. Goebel, Chairman of the Board at Jack in the Box Inc. “We believe the expertise Guillermo brings to our Board will enhance our ongoing efforts to drive growth, accelerate our digital transformation and create shareholder value.”

Diaz began his career in telecommunications with the U.S. Navy, where he received a military scholarship that led to his Bachelor of Science degree in Business Administration from Regis University in Colorado. Prior to Cisco, Guillermo held senior IT leadership positions with Silicon Graphics, Intelligent Electronics, now owned by Ingram Micro, and Alza Corporation, now owned by Johnson & Johnson.

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 16 states. For more information on both brands, including franchising opportunities, visit www.jackinthebox.com and www.deltaco.com.

Contacts

Chris Brandon

        Vice President, Investor Relations 

        chris.brandon@jackinthebox.com

        619.902.0269