Jack in the Box Inc. Files Definitive Proxy Statement

TL;DR

<b>Jack in the Box Inc. has filed its Definitive Proxy Statement for the fiscal year ending March 1, 2024.</b>

AI Summary

JACK IN THE BOX INC (JACK) filed a Proxy Statement (DEF 14A) with the SEC on January 29, 2024. Filing is a DEF 14A for Jack in the Box Inc. The report period is for the fiscal year ending March 1, 2024. The filing date is January 29, 2024. The company's fiscal year ends on October 1st. The SIC code is 5812 (Retail-Eating Places).

Why It Matters

For investors and stakeholders tracking JACK IN THE BOX INC, this filing contains several important signals. This filing provides detailed information on executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential changes. As a DEF 14A filing, it signals important upcoming shareholder meetings and votes that could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: low — JACK IN THE BOX INC shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic announcements, indicating a low level of immediate market impact.

Analyst Insight

Review the executive compensation details and any shareholder proposals to assess potential impacts on corporate governance and future strategy.

Key Numbers

• 2024-03-01 — Report Period End Date (Conformed Period of Report)
• 2024-01-29 — Filing Date (Filed as of Date)
• 1001 — Fiscal Year End (Fiscal Year End)

Key Players & Entities

• JACK IN THE BOX INC (company) — Filer
• 0000807882 (company) — Central Index Key
• 5812 (company) — Standard Industrial Classification
• DE (company) — State of Incorporation
• SAN DIEGO (company) — Business Address City
• CA (company) — Business Address State
• 92123-1516 (company) — Business Address Zip
• 8585712121 (company) — Business Phone

FAQ

Industry Context

Jack in the Box Inc. operates in the eating places industry, a segment of the broader retail sector.

Regulatory Implications

As a publicly traded company, Jack in the Box Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

1. Analyze executive compensation packages and any changes proposed.
2. Review the list of director nominees and their qualifications.
3. Examine any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for annual shareholder meetings and does not represent a change from previous filings of the same type.

Key Financial Figures

• $90 million — 023, the Company returned approximately $90 million to shareholders through stock buybacks,
• $36 million — ough stock buybacks, as well as another $36 million in dividends. The Company continues to
• $224.2 m — o ( 2 ) . Total revenues increased by $224.2 million, or 15.3%, year-over-year. Net
• $130.8 m — -over-year. Net earnings increased to $130.8 million, and diluted earnings per share (
• $6.30 — earnings per share ("EPS") increased to $6.30. Restaurant level margin ( 3 ) increa
• $339.2 million — BITDA ( 4 ) increased year-over-year to $339.2 million. Net units increased for both brands.
• $2,222,000 — 3 . FY 2023 Auditor Fees Audit Fees $2,222,000 Securitization Related Audit Fees $
• $2,367,000 — Other Fees $ 30,000 KPMG Total Fees $2,367,000 6 JACK IN THE BOX INC. | 2024 PROXY ST

Filing Documents

• ny20010224x1_def14a.htm (DEF 14A) — 2698KB
• logo_jackinthebox.jpg (GRAPHIC) — 22KB
• ny20010224x1_barchart01x1.jpg (GRAPHIC) — 150KB
• ny20010224x1_diaz.jpg (GRAPHIC) — 25KB
• ny20010224x1_goebel.jpg (GRAPHIC) — 22KB
• ny20010224x1_graphic.jpg (GRAPHIC) — 113KB
• ny20010224x1_harris.jpg (GRAPHIC) — 30KB
• ny20010224x1_john.jpg (GRAPHIC) — 23KB
• ny20010224x1_kleiner.jpg (GRAPHIC) — 22KB
• ny20010224x1_murphy.jpg (GRAPHIC) — 22KB
• ny20010224x1_myers.jpg (GRAPHIC) — 22KB
• ny20010224x1_pc01.jpg (GRAPHIC) — 579KB
• ny20010224x1_pc02.jpg (GRAPHIC) — 400KB
• ny20010224x1_piecharts0x1.jpg (GRAPHIC) — 355KB
• ny20010224x1_piecharts01.jpg (GRAPHIC) — 84KB
• ny20010224x1_ramirez.jpg (GRAPHIC) — 21KB
• ny20010224x1_tehle.jpg (GRAPHIC) — 22KB
• ny20010224x1_yeung.jpg (GRAPHIC) — 23KB
• sig_darinharris.jpg (GRAPHIC) — 10KB
• sig_sarahsuper.jpg (GRAPHIC) — 11KB
• 0001140361-24-004276.txt (&nbsp;) — 8812KB
• jack-20240301.xsd (EX-101.SCH) — 6KB
• jack-20240301_def.xml (EX-101.DEF) — 7KB
• jack-20240301_lab.xml (EX-101.LAB) — 50KB
• jack-20240301_pre.xml (EX-101.PRE) — 28KB
• ny20010224x1_def14a_htm.xml (XML) — 323KB

Executive Compensation

Executive Compensation 58 Summary Compensation Table 58 Grants of Plan-Based Awards 60 Outstanding Equity Awards at Fiscal Year-End 2023 61 Option Exercises and Stock Vested in Fiscal 2023 62 Retirement Plan Benefits 62 Non-Qualified Deferred Compensation 63 Potential Payments on Termination of Employment or Change in Control 64 Pay Versus Performance 68

Security Ownership of Certain Beneficial Owners and

Security Ownership of Certain Beneficial Owners and Management 71 Proposal 4 — Shareholder Proposal Regarding Greenhouse Gas ("GHG") Emissions Disclosures 73 Other Information 75 Certain Relationships and Related Transactions 75 Appendix A — Reconciliation of Non-GAAP Measurements to GAAP Results A-1 TABLE OF CONTENTS JACK IN THE BOX INC. 9357 Spectrum Center Blvd San Diego, California 92123 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held March 1, 2024 The 2024 Annual Meeting of Shareholders of Jack in the Box Inc. will be held on Friday, March 1, 2024, at 8:30 a.m. Pacific Standard Time. The Annual Meeting will be a completely "virtual meeting" of shareholders. You will be able to attend the Annual Meeting, and vote during the Annual Meeting via live webcast by visiting http://www.virtualshareholdermeeting.com/JACK2024 . The Annual Meeting will be held for the following purposes: 1. To elect the nine directors specified in this Proxy 2. To ratify the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September 29, 2024; 3. To provide an advisory vote regarding the compensation of our named executive officers ("Say on Pay") for the fiscal year ended October 1, 2023, as set forth in the Proxy Statement; 4. To vote on a shareholder proposal requesting greenhouse gas ("GHG") emissions disclosures; and 5. To consider such other business as may properly come before the meeting and any adjournments or postponements thereof. These matters are more fully described in the attached Proxy Statement, which is made a part of this notice. Our Board of Directors recommends a vote "FOR" proposals 1 through 3 and a vote "AGAINST" proposal 4. You are entitled to vote at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") only if you were a Jack in

: Gender Identity

Part I: Gender Identity Directors 3 7 0 0

: Demographic Background

Part II: Demographic Background African American or Black 0 0 0 0 Alaskan Native or Native American 0 0 0 0 Asian 1 0 0 0 Hispanic or Latinx 0 2 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 White 2 5 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 Auditors (Proposal 2) We are asking our shareholders to ratify the selection of KPMG LLP as our independent registered public accountants for fiscal 2024. Although shareholder ratification of the appointment is not required, the Audit Committee believes it is appropriate to seek such ratification. Additional information is provided on page 33 . FY 2023 Auditor Fees Audit Fees $2,222,000 Securitization Related Audit Fees $ 115,000 All Other Fees $ 30,000 KPMG Total Fees $2,367,000 6 JACK IN THE BOX INC. | 2024 PROXY STATEMENT TABLE OF CONTENTS PROXY SUMMARY

Executive Compensation (Proposal 3)

Executive Compensation (Proposal 3) The Company seeks a non-binding advisory vote from its shareholders to approve the compensation of our NEOs for fiscal 2023 ("Say on Pay"). The Board values shareholders' opinions, and the Compensation Committee will consider the outcome of the advisory vote when considering future executive compensation decisions. Our Compensation Discussion and Analysis, starting at page 36 , describes the compensation decision-making process, details our programs and policies, and includes an illustration of our compensation framework and key fiscal 2023 performance measures and pay actions. Our executive compensation programs are built on the following principles and objectives: Competitive target pay structure , including base salary, annual incentive, and long-term performance-based incentives that enable us to attract and retain talented, experienced executives who can deliver successful business performance and drive long- term shareholder value. Pay for performance alignment , with the largest proportion of executive pay in the form of performance-based annual and long-term incentives that directly tie payouts, if any, to the achievement of corporate goals, strategies, and stock price performance. Comprehensive goal setting , with financial, operational, and strategic performance metrics that drive long-term shareholder value. Executive alignment with shareholders , through stock ownership and holding requirements that build and maintain an executive's equity investment in the company. Incentivizing balanced short-term and long- term executive decision-making , through variable compensation components (cash and stock) using varying timeframes. Sound governance practices and principles in plan design and pay decisions , with the Compensation Committee considering both what and how performance is achieved. Management of compensation risk , by establishing incentive goals that avoid placing too much emphasis on any one me

View Full Filing

View this DEF 14A filing on SEC EDGAR