JACK Jack in the Box Inc - 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 y ear 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

Stockholder Protection Rights Agreement, dated as of July 1, 2025, between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated July 2, 2025).

4.2

Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of September 8, 2025, between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 9, 2025).

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