Jack in the Box Inc.

05/18/2022 | Press release | Distributed by Public on 05/18/2022 04:02

Submission of Matters to a Vote of Security Holders - Form 8-K

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): May 12, 2022

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, CA92123
(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 5.07 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

(a) Amendments to Bylaws

On May 12, 2022, the Board of Directors (the "Board") of Jack in the Box Inc. (the "Company") approved Amended and Restated Bylaws, effective immediately (the "Amended Bylaws"). The Amended Bylaws amended Section 2.01 to add an additional requirement that each annual shareholder meeting be held, either in whole or in part, through virtual means and that virtual attendance be allowed, as approved by the Company's shareholders at its most recent annual shareholder meeting. The Amended Bylaws further amended Section 4.02 to remove the requirement that executive officers of the Company be re-elected annually and instead that each executive officer shall be elected once and shall hold office until his or her successor has been selected or until his or her resignation or removal.

The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed with this report as Exhibit 3.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit
No. Description
----------- ---------------
3.1 Amended and Restated Bylaws, dated May 12, 2022

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: May 17, 2022
/s/ Tim Mullany
Tim Mullany
Executive Vice President, Chief Financial Officer