Current Report Filing (8-k)
April 11 2017 - 4:11PM
Edgar (US Regulatory)
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):
April 10, 2017
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JACK
IN THE BOX INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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1-9390
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95-2698708
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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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9330 BALBOA AVENUE, SAN DIEGO, CA
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92123
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(Address
of principal executive offices)
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(Zip
Code)
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(858)
571-2121
(
Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the
following provisions
(see
General Instruction A.2. below)
:
⃞
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))
ITEM 5.02
DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d)
Appointment of New
Director
On April 10, 2017, the Board of Directors (the “Board”) of Jack in the
Box Inc. (the “Company”), upon the recommendation of the Nominating and
Governance Committee, appointed Man Wein Vivien Yeung
as a member of the Board, effective April 11, 2017, to serve
until the next annual meeting of shareholders.
There is no arrangement or understanding pursuant to which Ms. Yeung was
appointed as a director and there are no related party transactions
between the Company and Ms. Yeung within the meaning of Item 404(a) of
the Regulation S-K promulgated by the Securities and Exchange
Commission. The Board has determined that Ms. Yeung 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 Ms. Yeung to any Board committees.
For service as a non-management director during the Company’s fiscal
year 2017, Ms. Yeung 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. She 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 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. Ms. Yeung 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 April 11, 2017, the Company issued a news release on Ms. Yeung’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.
Item 9.01 Exhibits
(d) Exhibits
Exhibit No
.
Description
99.1 Vivien M. Yeung Joins Jack in the Box Inc. Board of
Directors
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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By:
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/s/ JERRY P. REBEL
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Jerry P. Rebel
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Executive Vice President
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Chief Financial Officer
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(Principal Financial Officer)
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(Duly Authorized Signatory)
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Date: April 11, 2017
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