Jack In The Box Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$JACK
Restaurants
Consumer Discretionary
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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): February 27, 2026
(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ¨
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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 | ||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 4.1 | |||||
| 4.2 | |||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | ||||
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 thereunto duly authorized.
| JACK IN THE BOX INC. | |||||||||||
| March 4, 2026 | /s/ Lance Tucker | ||||||||||
| Lance Tucker | |||||||||||
| Chief Executive Officer | |||||||||||