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    Jack In The Box Inc. filed SEC Form 8-K: Leadership Update

    5/1/25 4:32:08 PM ET
    $JACK
    Restaurants
    Consumer Discretionary
    Get the next $JACK alert in real time by email
    jack-20250426
    FALSE000080788200008078822025-05-012025-05-01

    _____________________________________________________________________________________

    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): April 26, 2025

    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, CA 92123
    (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 classTrading Symbol(s)Name of each exchange on which registered
    Common StockJACKNASDAQ

    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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

    Compensatory Arrangements of Certain Officers

    On April 26, 2025, the Compensation Committee of the Board of Directors of Jack in the Box Inc. (the “Company”) approved the grant of stock retention awards (the “Retention Awards”) to the Company’s executive leadership team. The Retention Awards are to be granted effective May 1, 2025, and subject to the terms set forth below.

    Named executive officers of the Company (excluding the Company’s Chief Executive Officer) were among the recipients of the Retention Awards. The aggregate amount of the awards to such named executive officers is set forth in the table below:
    Named Executive Officer
    Aggregate Award Amount
    Ryan Ostrom
    $1,000,000
    Sarah Super
    $750,000
    Doug Cook
    $500,000
    Dawn Hooper (principal financial officer)
    $300,000

    The Retention Award amounts are to be split with 50% received in restricted stock units (“RSUs”) and 50% received in performance share units (“PSUs”). The number of shares of each RSUs and PSUs will be determined by reference to the 20-day average closing stock price of the Company’s common stock as of the last business day preceding the grant date. The RSUs will vest 33% per year over three years. The PSUs are market-based with a three-year cliff vest using a baseline stock price of $24.79 (the 20-day average closing stock price of the Company’s common stock as of the last business day preceding the grant date). Vesting of PSUs will be based upon achievement of the following stock price hurdles: upon achievement of 1.5x of the baseline stock price, 150% of the target award shall be earned; and upon achievement of 2x of the baseline stock price, 200% of the target award shall be earned. Price hurdle achievement for such PSU awards will be satisfied after 20 consecutive trading days at the target price or higher. The value for each recipient will be banked and vested at the completion of the third year from the grant date and released in shares of common stock provided continued employment.




    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.
    May 1, 2025/s/   Lance Tucker
     Lance Tucker
     Chief Executive Officer


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