ジャックインザボックスの適時開示・その他

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): August 8, 2023

	JACK IN THE BOX INC.
	(Exact name of registrant as specified in its charter)


Delaware	1-9390	95-2698708
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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:

☐ 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	JACK	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Financial Officer

On August 9, 2023, Jack in the Box Inc. (the “Company”) announced that the Company’s Board of Directors (the “Board”) has appointed Mr. Brian Scott to serve as the Company’s Chief Financial Officer (“CFO”), effective upon his first day of employment on August 14, 2023 (the “CFO Start Date”).

Mr. Scott, age 54, most recently served as the Chief Financial Officer of Shiftkey, LLC (Irving, TX) (“Shiftkey”), a scheduling and credential management platform designed to combat the national healthcare shortage by directly connecting healthcare professionals with top-tier facilities. Mr. Scott served as CFO of Shiftkey from June 2023 until present and as their Chief Strategy Officer from September 2022 until June 2023. From August 2021 to August 2022, he served as the Chief Financial Officer of TheKey, LLC (La Jolla, CA), a home-care assistance provider helping clients achieve successful long-term aging at home with comprehensive, concierge-based care. Prior to that, from January 2011 until August 2021, Mr. Scott served as the Chief Financial Officer and Chief Accounting Officer of AMN Healthcare Services, Inc. (Dallas, TX) (NYSE: AMN), the leader and innovator in total talent solutions for healthcare organizations across the nation. Mr. Scott received his Master of Business Administration from The University of Texas at Austin and holds a bachelor’s degree in accounting and finance from California Polytechnic State University – San Luis Obispo.

On August 8, 2023, the Company entered into an offer letter (the “Offer Letter”) with Mr. Scott with respect to his employment as CFO. The Offer Letter provides for Mr. Scott to receive: (a) an annual base salary of $625,000; (b) a one-time gross cash bonus of $400,000 payable in December 2023 subject to his continued employment with the Company; (c) a one-time gross cash bonus of $250,000 payable in September 2023; and (d) a one-time new hire grant consisting of restricted stock units (“RSUs”) and performance share units (“PSUs”), each equal to an LTI value of $500,000, with the number of shares determined by reference to the 20-day average closing stock price of the Company’s common stock as of the grant date. The RSUs will vest 33% per year over three years and the PSUs will vest contingent on achievement of performance goals established for the performance period of FY23 through FY25.

The Offer Letter also provides that, beginning with the Company’s next fiscal year, Mr. Scott will be eligible for (a) an annual incentive bonus under the Company’s annual Performance Incentive Plan with a target incentive potential of 75% of base salary (up to a maximum of 200% of target), payable as a lump sum cash payment and based on attainment of Company performance targets for each fiscal year set by the Board; (b) an annual long-term incentive award grant equal to an LTI value of $1,100,000 at grant, with the number of shares determined by reference to the 20-day average closing stock price of Jack in the Box common stock as of the grant date; and (c) participation in (i) the Jack in the Box Inc. Severance Plan for Executive Officers, described in the Company’s Current Report on Form 8-K filed March 4, 2020, and (ii) the Company’s Compensation and Benefits Assurance Agreement for Executives, which will provide for benefits for his position at 2.5x multiple of salary/bonus and 30 months COBRA coverage. Equity grants are subject to a stock ownership requirement equal to 3.0x annual salary to be achieved within five years from the CFO Start Date.

There are no arrangements or understandings with any other person pursuant to which Mr. Scott was appointed as the Company’s CFO, and there are no family relationships between Mr. Scott and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Scott and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Dawn Hooper, the Company’s interim principal financial officer up until the CFO Start Date, will continue to serve in her role as Senior Vice President of Financial Reporting and Controller.

On August 9. 2023, the Company issued a press release announcing Mr. Scott’s appointment, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. In addition, a copy of the Offer Letter is filed with this report as Exhibit 99.2. The foregoing description of the terms of the Offer Letter is a summary of select terms, is not complete, and is qualified in its entirety by reference to the full text thereof, which is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Jack in the Box Inc, dated August 9, 2023
99.2	Offer Letter by and between Brian Scott and Jack in the Box Inc., dated August 8, 2023

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.


	JACK IN THE BOX INC.

Date: August 9, 2023	/s/ Darin Harris
	Darin Harris
	Executive Vice President, Chief Executive Officer

EX-99.1 2 a53518777_ex991.htm EXHIBIT 99.1

Exhibit 99.1

Jack in the Box Inc. Welcomes Brian Scott as New Chief Financial Officer

Company Also Announces Two New Additions to Executive Leadership Team

SAN DIEGO--(BUSINESS WIRE)--August 9, 2023--Jack in the Box Inc. (NASDAQ: JACK) announced today that Brian Scott will join the company as executive vice president, chief financial officer, effective August 14, 2023. Scott is a strategic and growth-oriented business leader with over 20 years of experience in the healthcare industry and has been instrumental in driving industry-leading financial and operational performance.

Most recently, Scott served as chief financial officer of ShiftKey, the leading marketplace platform designed to combat the national healthcare shortage by directly connecting clinical professionals with healthcare facilities. He also served as chief financial officer of TheKey, the largest private pay provider of home care services. Before that, he served for over 10 years as chief financial officer and chief accounting officer of AMN Healthcare, a publicly traded company with a market cap of over $3.5 billion and the nationwide leader in total talent solutions for healthcare organizations.

“We are excited to welcome Brian as the newest addition to our Executive Leadership Team,” said Darin Harris, chief executive officer. “We are confident in his ability to lead us through our growth strategy, while maximizing franchise profitability and long-term shareholder value."

During his time as chief financial officer and chief accounting officer at AMN Healthcare, Scott successfully executed strategies and acquisitions which, combined with organic growth, increased AMN’s enterprise value from $450 million in 2010 to over $5 billion and resulted in an over 15-times increase in the company’s share price.

“I am honored to join such a renowned organization with two amazing brands and a team that has charted a path to driving sustainable growth and innovation,” said Scott. “I look forward to contributing to the company’s success and creating value for all our stakeholders.”

Scott began his career at KPMG LLP in the audit group specializing in technology and healthcare companies. Brian received his MBA from The University of Texas at Austin and holds a bachelor’s degree in accounting from California Polytechnic State University – San Luis Obispo. He currently serves on the boards of Community Care Partners and Thriveworks.

In addition to announcing a new CFO, the company also announced that Dawn Hooper, who served as interim chief financial officer for the past 8 months and was promoted to senior vice president, controller in December 2022, will become a new member of the Executive Leadership Team. In addition, Nitin Malhotra will also join the Executive Leadership Team, accepting the newly created position of senior vice president, strategy realization. Malhotra joins the company from Chipotle Mexican Grill, where he served as senior director, enterprise PMO since 2019. He brings over 20 years of experience driving process and strategic transformations throughout his career. Malhotra will work closely with the Executive Leadership Team to lead the Enterprise PMO and strategy execution for the company.

As senior director, enterprise PMO at Chipotle, Malhotra built an Enterprise PMO from the ground up in 2019, driving the development and execution of its portfolio of strategic initiatives. Before that, he served as director, portfolio management and operations at Visa Inc., where he managed its digital and mobile product portfolio, and oversaw program management, strategic planning, and financial management.

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 approximately 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.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the company's brand; increased regulatory and legal complexities, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; and stock market volatility. These and other factors are discussed in the company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request. The company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.

Contacts

Chris Brandon
Vice President, Investor Relations
chris.brandon@jackinthebox.com
619.902.0269

EX-99.2 3 a53518777_ex992.htm EXHIBIT 99.2

Exhibit 99.2

9357 SPECTRUM CENTER BLVD SAN DIEGO, CA 92123

858.571.2121 • JACKINTHEBOX.COM

August 8, 2023

To: Mr. Brian Scott

Congratulations! On behalf of Jack in the Box Inc. and its Brands (“Company”), I am pleased to confirm our offer of employment to you for the position of Executive Vice President, Chief Financial Officer (“CFO”), reporting to Darin Harris, Chief Executive Officer (“CEO”). It is anticipated your first day of work will be Monday, August 14, 2023. This offer is contingent upon completion of a favorable background check and satisfactory completion of the Directors & Officers Questionnaire (“D&O Questionnaire”).

Orientation: You will be contacted to schedule your virtual new hire orientation during your first week. Please Note: You will need to provide original documents to complete section 2 of the Form I9.

Hybrid Work Arrangement:
As agreed, your designation will be a hybrid work arrangement which requires that you may work remotely up to two days per week. You must work in the office each Wednesday (“anchor” day) and up to 2 additional days of your choice that can change week to week based on business needs.

Base Compensation:
Your annual salary will be $625,000, paid on a bi-weekly basis equal to $24,038.47 per pay period.

Allowance:
You will receive a non-taxable annual technology allowance of $520, paid on a bi-weekly basis equal to $20 per pay period. This is intended to assist with the cost of using your personal cell phone, internet, or other device for business purposes.

Annual Incentive (Bonus):
Beginning with the Company’s fiscal year 2024 (starts October 2, 2023), you will be eligible to participate in the annual Performance Incentive Program for Jack in the Box executive officers with incentive payments based on attainment of Company performance targets for the fiscal year. The target annual incentive potential for the CFO position is 75% of base salary (up to a maximum of 200% of target), payable as a lump sum cash payment. To be eligible to receive payment, you must be employed at the time of payment which is generally early December.

Long-Term Incentive (LTI):
As CFO, you will be eligible to receive an annual long-term incentive award grant equal to an LTI value of $1,100,000 at grant, with the number of shares determined by reference to the 20-day average closing stock price of Jack in the Box common stock as of the grant date. Grant awards may be made in the form of any combination of the following: (a) performance share units (PSUs) with vesting contingent on achievement of performance goals over a 3-fiscal year performance period, (b) restricted stock units (RSUs) that vest 33% per year over three years, and (c) stock options that vest equally over three years with a seven-year term. Fifty-percent of the after-tax net shares resulting from the vesting of RSUs and PSUs will be subject to a holding requirement until you meet your stock ownership requirement.

Annual long-term incentive stock grants typically occur in November or December each year and are subject to approval by the Company’s Board of Directors and/or Compensation Committee thereof (the “Board”) and the terms and provisions of the Jack in the Box Inc. Omnibus Incentive Plan and Award Agreements.

9357 SPECTRUM CENTER BLVD SAN DIEGO, CA 92123

858.571.2121 • JACKINTHEBOX.COM

Stock Ownership Guideline:
You will be subject to a stock ownership requirement equal to 3.0x your annual salary to be achieved within 5-years from your start date. You will be required to hold fifty-percent of the after-tax net shares resulting from the vesting of PSUs and RSUs until you meet your stock ownership requirement.

New Hire One-Time Cash Payments:

You will receive a one-time gross cash bonus of $400,000, less required tax withholding (the “Sign-On New Hire Bonus”). This payment will be made in December 2023, subject to your continued employment with the Company.

In addition, you will receive a one-time gross cash bonus of $250,000, less required tax withholding, for repayment of your sign-on bonus with your current employer. You will remain eligible to receive the gross cash bonus of $250,000 even in the event your current employer waives its repayment requirement. This payment will be made in September 2023.

One-Time New Hire Equity Grant:

You will receive a one-time new hire grant consisting of a) restricted stock units (RSUs) and b) performance share units (PSUs), each equal to an LTI value of $500,000, with the number of shares determined by reference to the 20-day average closing stock price of Jack in the Box common stock as of the grant date. The RSUs vest 33% per year over three years and PSUs will vest contingent on achievement of performance goals established for the 3-fiscal year performance period FY2023-FY2025. Fifty-percent of the after-tax net shares resulting from the vesting of RSUs and PSUs will be subject to a holding requirement until you meet your stock ownership requirement.

The grant will be made effective on the second Monday following your start date, or the date following if the Monday is a Company holiday, subject to the terms and provisions of the Jack in the Box Inc. Omnibus Incentive Plan and Award Agreement.

Executive Employee Severance Program

You will be eligible to participate in the Jack in the Box Inc. Severance Plan for Executive Officers, as described in the Company’s Form 8-K filed March 4, 2020.

Change in Control Assurance (“CIC”)

You will be eligible to enter into the company’s Compensation and Benefits Assurance Agreement for Executives, which will provide for benefits in the event of a CIC for the Executive Vice President level at 2.5x multiple of salary/annual incentive and 30 months COBRA coverage.

Deferred Compensation Programs:

401(k) Plan - You will be eligible to participate in the Company’s 401(k) plan (the “Easy$aver Plus Plan”). The 401(k) plan is a tax-qualified savings plan in which you can defer a portion of your pay (salary and annual incentive). The Company will match 100% of your deferrals up to 4% of pay. Deferrals in the 401(k) plan are subject to Internal Revenue Code (IRC) annual limits.

EDCP Plan - You will also be eligible to participate in the Executive Deferred Compensation Plan (EDCP) which is a non-qualified, pre-tax deferred compensation plan that allows for deferrals not subject to IRC limits. This plan is subject to 409A and therefore you will be notified when you may elect to enroll in the EDCP. At the end of each calendar year, you may receive an annual restoration matching contribution if your deferrals to the 401(k) (and related Company matching contributions) are limited due to tax code limits applicable to the 401(k) Plan.

9357 SPECTRUM CENTER BLVD SAN DIEGO, CA 92123

858.571.2121 • JACKINTHEBOX.COM

Health & Welfare Benefits:

You are eligible to participate in the Jack in the Box health plans which include medical, dental, and vision plans. These plans are contributory on a pre-tax basis and provide several choices of coverage for you and your family. You are eligible to enroll in health benefits upon hire and coverage will begin the first of the month following your hire date. You may also elect to participate in other life and disability programs.

Vacation/Sick Program:

As part of the leadership team, you will not accrue vacation time; time off may be taken as needed and with consideration of the needs of the business. You will accrue six days per year of sick time which may be carried over each year to a maximum of 60 days.

Note: All programs described in this offer letter are subject to the terms of provisions of the plans which are subject to change at the absolute discretion of the Company and are not guaranteed in any way. To the extent the terms of any plan or policy differ from what is in this letter, the plan or policy will determine the right and the amount of any benefits.

Employment Conditions:

This offer is contingent upon our receipt and verification of various pre-employment screening elements including, but not limited to: educational record as you have stated on your application and/or resume; background check results; and references. You will be notified once we have successfully completed all components of the pre-employment process.

Jack in the Box Inc. requires as a condition of employment that new employees agree to keep certain business information confidential, and also to submit most employment disputes to binding arbitration. As part of your orientation, you will be required to sign our Confidentiality Agreement and Dispute Resolution Agreement.

You should also know that it is the policy of Jack in the Box Inc. that the employment relationship is one of “at will.” This simply means that either party – you or the Company – may terminate the employment at any time, with or without cause.

Notice of Rights Pursuant to Section 7 of the Defend Trade Secrets Act (DTSA) – Notwithstanding any provisions in this agreement or company policy applicable to the unauthorized use or disclosure of trade secrets, you are hereby notified that, pursuant to Section 7of the DTSA, you cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. You also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

9357 SPECTRUM CENTER BLVD SAN DIEGO, CA 92123

858.571.2121 • JACKINTHEBOX.COM

Reporting to Governmental Agencies – Additionally, nothing in this Agreement prevents you from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state, or local governmental agency or commission (“Government Agencies”). You understand this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.

Your signature below will be your acknowledgement that you have read, understood, and agree to the above information, including that you are an “at will” employee. Please sign and return this copy within 48 hours to my attention at steve.piano@jackinthebox.com.

Additionally, your hiring is material, non-public information which must be kept in the strictest confidentiality in accordance with insider trading laws. Upon your acceptance, we will work closely to coordinate the timing and public announcements of your hiring.

We look forward to you joining Jack in the Box Inc., congratulations!

Sincerely,

Steve Piano

SVP, Chief People Officer

Jack in the Box Inc.

Acknowledged by:
	Brian Scott		Date