Jack in the Box Inc.

03/04/2026 | Press release | Distributed by Public on 03/04/2026 12:32

Proxy Results, Corporate Action (Form 8-K)

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On February 27, 2026, the stockholders of Jack in the Box Inc. (the "Company") ratified the adoption by the Board of Directors of the Company (the "Board") of the Stockholder Protection Rights Agreement, dated as of July 1, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (the "Original Rights Agreement" and, as amended by Amendment No. 1 to the Stockholder Protection Rights Agreement, dated as of September 8, 2025 (the "Amendment"), the "Rights Agreement").
In accordance with the terms of the Rights Agreement, such stockholder ratification extended the expiration time of the Rights Agreement until the close of business on July 1, 2028, unless the rights thereunder are earlier redeemed or exchanged, or the Rights Agreement is terminated, by the Board or the Company consummates a merger that does not constitute a Flip-over Transaction or Event (as defined in the Rights Agreement). The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.
The foregoing description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Rights Agreement, which was attached as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 2, 2025, and is incorporated herein by reference as Exhibit 4.1 hereto, and the Amendment, which was attached as Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on September 9, 2025, and is incorporated herein by reference as Exhibit 4.2 hereto.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting (the "Meeting") of the stockholders of the "Company was held on February 27, 2026.
Matters submitted to the stockholders and voted upon at the Meeting, which are more fully described in the Company's proxy statement, were as follows: (1) Election of members of the board of directors; (2) Ratification of the appointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year ending September 27, 2026; (3) Consideration and approval of an advisory (non-binding) resolution regarding executive compensation; (4) Approval of an amendment to the Jack in the Box Inc. 2023 Omnibus Incentive Plan to increase the number of shares available for issuance; and (5) Ratification of the adoption by the Board of the Rights Agreement.
All sitting director nominees were elected and Proposals (2), (3), (4), and (5) were approved. The final voting results are set forth below.
(1) At the Meeting, a proposal to elect ten directors, each to serve until the Company's next Annual Meeting of Shareholders and until their respective successors are elected and qualified, was as follows:
Nominees for Director For Against Abstain
Guillermo Diaz, Jr. 11,429,084 2,480,052 1,486,185
David Goebel 7,171,171 7,010,617 1,213,528
Mark King 14,867,108 381,256 146,954
Madeleine Kleiner 11,091,810 2,817,054 1,486,455
Michael Murphy 11,234,132 2,583,215 1,577,970
James Myers 11,280,507 2,543,377 1,571,434
Enrique Ramirez 13,396,631 501,240 1,497,447
Alan Smolinisky 14,891,997 351,123 152,199
Lance Tucker 13,812,439 413,006 1,169,875
Vivien Yeung 11,238,511 2,570,735 1,586,074
(2) At the Meeting, the vote to ratify the appointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year ending September 27, 2026, was as follows:
For
Against
Abstain
Broker nonvotes
13,951,009
860,359
1,145,043
0
(3) At the Meeting, the vote to provide an advisory vote regarding the compensation of our named executive officers ("Say on Pay") for the fiscal year ended September 28, 2025, was as follows:
For
Against
Abstain
Broker nonvotes
10,063,857
4,101,196
1,230,270
561,088
(4) At the Meeting, the vote to approve an amendment to the Jack in the Box Inc. 2023 Omnibus Incentive Plan to increase the number of shares available for issuance, was as follows:
For
Against
Abstain
Broker nonvotes
9,575,727
4,347,098
1,472,497
561,088
(5) At the Meeting, the vote to ratify the adoption by the Board of the Rights Agreement, was as follows:
For
Against
Abstain
Broker nonvotes
10,819,590
4,134,171
441,561
561,088
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