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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): December 18, 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.
 
On December 18, 2023, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee, appointed Enrique Ramirez Mena as a member of the Board, effective January 15, 2024, to serve until the next annual meeting of shareholders.
 
There is no arrangement or understanding pursuant to which Mr. Ramirez Mena was appointed as a director and there are no related party transactions between the Company and Mr. Ramirez Mena 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. Ramirez Mena 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. Ramirez Mena to any Board committees.
 
For service as a non-management director during the Company’s fiscal year 2024, Mr. Ramirez Mena 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. Ramirez Mena 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 December 19, 2023, the Company issued a press release on the appointment of Mr. Ramirez Mena to the Board, a copy of which is furnished as Exhibit 99.1 and is attached to this Form 8-K.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit
 
No.
Description 
 
 




 
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: December 19, 2023
/s/ Darin Harris                 
  Darin Harris
 
Chief Executive Officer



EX-99.1 2 a53873155ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Enrique Ramirez Mena Joins Jack in the Box Inc. Board of Directors

SAN DIEGO--(BUSINESS WIRE)--December 19, 2023--Jack in the Box Inc. (NASDAQ: JACK) announced that Enrique Ramirez Mena has joined the company’s Board of Directors, effective January 15, 2024. Ramirez Mena currently serves as president and chief financial officer of Buff City Soap, a franchisor offering handmade and plant-based personal care products with over 250 locations across the country. Before joining Buff City Soap, he spent 12 years at Yum! Brands in various executive leadership roles, both domestically and internationally. As the chief financial officer and chief growth officer of Pizza Hut, he helped lead an 18,000-store system with over $12 billion in sales. As the general manager of Pizza Hut Latin America & Iberia, he oversaw a business unit with 2,600 stores and system sales exceeding $1.5 billion. During his tenure at Yum! Brands, he consistently exceeded unit development and operating profit plans, setting records for the company's new store growth. He currently serves as Board Director and Chairman of the Audit Committee at Six Flags.

Ramirez Mena joins the Jack in the Box Inc. Board with more than two decades of financial and strategic development experience in the QSR and retail industries. Before his tenure at Yum! Brands, he held various senior leadership roles in marketing and strategic growth at FedEx Office Print & Ship Services Inc., formerly Kinko’s Inc., where he helped lead the accelerated growth of the Kinko’s store base following the merger between FedEx and Kinko’s.

“We are excited to welcome Enrique to our Board and look forward to leveraging his financial expertise as we execute our long-term strategic plan for the Jack in the Box and Del Taco brands,” said Darin Harris, CEO at Jack in the Box Inc. “In addition to Enrique’s strong financial leadership, his strategic development expertise leading the rapid acceleration of unit growth at Pizza Hut will play a critical role in guiding how best to achieve our growth goals for fiscal year 2024 and beyond and create shareholder value.”


Originally from Mexico City, Ramirez Mena holds a B.A. in Economics from the Instituto Tecnologico Autonomo de Mexico and an M.B.A. from the Wharton School of Business at the University of Pennsylvania.

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.

Contacts

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