Jack in the Box Files 2025 Proxy Statement

Ticker: JACK · Form: DEF 14A · Filed: Jan 27, 2025 · CIK: 807882

Jack In The Box INC DEF 14A Filing Summary
FieldDetail
CompanyJack In The Box INC (JACK)
Form TypeDEF 14A
Filed DateJan 27, 2025
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$70 million, $34 million, $1.6 billion, $322.3 million, $2,385,000
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: JACK

TL;DR

Jack in the Box (JACK) filed its 2025 proxy statement detailing exec pay and board info.

AI Summary

Jack in the Box Inc. filed its DEF 14A on January 27, 2025, for the fiscal year ending September 29, 2024. The filing details executive compensation, board of directors, and other corporate governance matters. Key financial periods reported include fiscal years ending September 29, 2024, October 1, 2023, and October 2, 2022.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company leadership and strategy.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that discloses corporate governance and executive compensation information, not typically indicative of immediate financial risk.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, including the election of directors and executive compensation.

What is the fiscal year end for Jack in the Box Inc. as reported in this filing?

The fiscal year end for Jack in the Box Inc. is September 29, as indicated by the 'CONFORMED PERIOD OF REPORT: 20240929'.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on January 27, 2025, as stated by 'FILED AS OF DATE: 20250127'.

What is the Standard Industrial Classification (SIC) code for Jack in the Box Inc.?

The Standard Industrial Classification (SIC) code for Jack in the Box Inc. is 5812, which corresponds to 'RETAIL-EATING PLACES'.

Does this filing mention any specific executive compensation details or dollar amounts?

This excerpt does not contain specific dollar amounts for executive compensation; it primarily provides metadata about the filing and its reporting periods. Detailed compensation information would be found within the full document.

Filing Stats: 4,483 words · 18 min read · ~15 pages · Grade level 12.8 · Accepted 2025-01-27 16:09:23

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 58 Corporate Governance 22 Summary Compensation Table 58 Directors' Independence 22 Grants of Plan-Based Awards 60 Board Meetings, Annual Meeting of Shareholders and Attendance 22 Outstanding Equity Awards at Fiscal Year-End 202 4 61 Determination of Current Board Leadership Structure 22 Option Exercises and Stock Vested in Fiscal 202 4 62 The Board's Role in Risk Oversight 23 Retirement Plan Benefits 62 The Board's Role in Succession Planning 23 Non-Qualified Deferred Compensation 63 Committees of the Board 23 Potential Payments on Termination of Employment or Change in Control 64 Committee Member Independence 25 Pay Versus Performance 68 Executive Sessions 25 Board Composition and Refreshment 25

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 7 1 Shareholder Recommendations and Board Nominations 26 Code of Conduct 26 Other Information 73 Compensation Committee Interlocks and Insider Participation 26 Certain Relationships and Related Transactions 73 Additional Corporate Governance Principles and Practices 27 Appendix A — Reconciliation of Non-GAAP Measurements to GAAP Results A-1 Corporate Responsibility 27 Director Compensation and Stock Ownership Requirements 28 Report of the Audit Committee 31 Independent Registered Public Accountants Fees and Services 32 Proposal 2 — Ratification of the Appointment of Independent Registered Public Accountants 33 Proposal 3 — Advisory Vote on Executive Compensation 34 JACK IN THE BOX INC. 9357 Spectrum Center Blvd San Diego, California 92123 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held February 28, 2025 The 2025 Annual Meeting of Shareholders of Jack in the Box Inc. will be held on Friday, February 28, 2025, 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/JACK2025 . The Annual Meeting will be held for the following purposes: 1. To elect the eight directors specified in this Proxy Statement to serve until the next Annual Meeting of Shareholders and until their respective successors are elected and qualified; 2. To ratify the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September 28, 2025; 3. To provide an advisory vote regarding the compensation of our named executive officers ("Say on Pay") for the fiscal year ended September 29, 2024, as set forth in the Proxy Statement; and 4. To consider such other business as may properly come before the meeting and any adjournments or postponem

: Gender Identity

Part I: Gender Identity Directors 3 6 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 4 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 Auditors (Proposal 2) ____________________________________________________________________________________________________________ FY 2024 Auditor Fees We are asking our shareholders to ratify the selection of KPMG LLP as our independent registered public accountants for fiscal 2025. 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 . Audit Fees $2,385,000 Securitization Related Audit Fees $125,000 All Other Fees $364,344 KPMG Total Fees $2,874,344 6 JACK IN THE BOX INC. | 2025 PROXY STATEMENT

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 2024 ("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 2024 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 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. Incentivizing balanced short-term and long- term executive decision-making , through variable compensation components (cash and stock) using varying timeframes. Executive alignment with shareholders , through stock ownership and holding requirements that build and maintain an executive's equity investment in the Company. 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 com

: Election of Directors Vote in favor of all nominees;

Item 1: Election of Directors Vote in favor of all nominees; Vote in favor of specific nominees; Vote against all nominees; Vote against specific nominees; Abstain from voting with respect to all nominees; or Abstain from voting with respect to specific nominees. The Board recommends a vote FOR all Director nominees. Item 2: Ratification of the Appointment of KPMG LLP as Independent Registered Public Accountants Vote in favor of ratification; Vote against the ratification; or Abstain from voting on the ratification. The Board recommends a vote FOR the ratification.

: Advisory Vote to Approve Executive Compensation ("Say on Pay") Vote in favor of the advisory proposal;

Item 3: Advisory Vote to Approve Executive Compensation ("Say on Pay") Vote in favor of the advisory proposal; Vote against the advisory proposal; or Abstain from voting on the advisory proposal. The Board recommends a vote FOR the advisory approval of executive compensation. 10 JACK IN THE BOX INC. | 2025 PROXY STATEMENT QUESTIONS AND ANSWERS 6. What if I return the proxy card to the Company but do not make specific

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