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):     January 16, 2018

 

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)


9330 BALBOA AVENUE, SAN DIEGO, CA

92123

(Address of principal executive offices)

(Zip Code)


(858) 571-2121
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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))

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.

(d)       On January 16, 2018, Jack in the Box Inc. (the “Company”) announced it will appoint Mr. Lance Tucker to the position of Executive Vice President, Chief Financial Officer, anticipated effective March 26, 2018. In this role, he will be succeeding Mr. Jerry Rebel, who will work with Mr. Tucker to help assure a smooth transition.

Mr. Tucker has more than 25 years of experience in finance and accounting. He is currently Senior Vice President, Chief Financial Officer and Chief Administrative Officer for Papa John’s International, Inc., where he is responsible for all finance, accounting, legal, human resources, investor relations, strategic planning and risk management functions. Mr. Tucker was promoted to Chief Financial Officer and Treasurer in February 2011 and added the Chief Administrative Officer title and responsibilities in July 2012. From June 2010 to February 2011, he was Papa John’s Chief of Staff and Senior Vice President, Strategic Planning, and he served as its Chief of Staff and Vice President, Strategic Planning from June 2009 to June 2010. Prior to joining Papa John’s in 2009, Mr. Tucker served six years as Chief Financial Officer of Evergreen Real Estate in Louisville. From 1999 to 2003, he held leadership positions in finance for several companies engaged in education, technology consulting, online retailing or real estate development. Mr. Tucker was previously employed by Papa John’s as Director of Finance from 1994 to 1999. Prior to joining Papa John’s, Mr. Tucker was a senior accountant for Ernst & Young, LLC. Mr. Tucker is a graduate of Transylvania University in Lexington, Kentucky, and currently serves as a member of its Board of Trustees.

On January 11, 2018, the Company entered into an offer letter (the “Offer Letter”) with Mr. Tucker with respect to his employment as Executive Vice President, Chief Financial Officer. The Offer Letter provides for an annual base salary of $575,000 and a target annual bonus incentive under the Company’s Annual Performance Incentive Plan of 75% of his base salary, plus an annual cash perquisite allowance of $52,000.

In addition, subject to Board approval, Mr. Tucker will receive a one-time new hire grant of RSUs with a grant date fair value of $400,000, which will be subject to a three-year vesting schedule at 33% per year.  The one-time grant of RSUs is intended to help compensate Mr. Tucker for the value of the equity grants and bonuses he forfeits by leaving his employer to join the Company.  The Offer Letter also provides that Mr. Tucker will be eligible for an annual equity award under the Company’s Long-Term Incentive Plan at the next annual grant (for fiscal 2019, anticipated to be in November or December 2018) with an expected target value of $825,000, consisting of a mix of stock options, and performance share units and restricted stock units (RSUs) which are both subject to holding requirements.

Mr. Tucker will also be entitled to relocation assistance, including reimbursement for temporary housing and moving expenses, consistent with the Company’s relocation policy.


There are no arrangements or understandings with any other person pursuant to which Mr. Tucker was appointed as Jack in the Box Chief Financial Officer, and there are no family relationships between Mr. Tucker and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Tucker and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On January 16, 2018, the Company issued a news release announcing Mr. Tucker’s appointment, a copy of which is furnished with this report as Exhibit 99.1. In addition, a copy of the Offer Letter is filed with this report as Exhibit 99.2. The foregoing description of the terms of the Offer Letter is qualified in its entirety by reference to the full text thereof, which is incorporated by reference herein.

Item 9.01 Exhibits

(d) Exhibits

Exhibit No.                   Description

99.1                Lance F. Tucker to Join Jack in the Box Inc. as Chief Financial Officer
99.2                Offer letter to Lance Tucker, dated January 11, 2018



   

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.

 
 
By:

/s/ JERRY P. REBEL

Jerry P. Rebel

Executive Vice President

Chief Financial Officer

(Principal Financial Officer)

(Duly Authorized Signatory)

Date: January 16, 2018

Exhibit 99.1

Lance F. Tucker to Join Jack in the Box Inc. as Chief Financial Officer

SAN DIEGO--(BUSINESS WIRE)--January 16, 2018--Jack in the Box Inc. (NASDAQ: JACK) today announced that Lance F. Tucker will join the company as Executive Vice President and Chief Financial Officer, effective March 26, 2018. Tucker is currently Senior Vice President, Chief Financial Officer and Chief Administrative Officer for Papa John’s International, Inc., where he oversees all finance, accounting, legal, human resources, investor relations, strategic planning and risk management functions.

“Lance brings a wealth of restaurant industry experience to our organization,” said Lenny Comma, Jack in the Box Inc. Chairman and Chief Executive Officer. “He has a proven history of driving results in several key, strategic business functions, including finance, accounting and IT. He has strong leadership qualities and will be a great fit with our executive team. We look forward to welcoming Lance and his family to the Jack in the Box® family.”

Said Tucker, “Jack in the Box is an outstanding brand, and I'm grateful for the opportunity to work alongside such a strong management team to grow the brand in the years to come.”

Jerry P. Rebel, who has served as Executive Vice President and Chief Financial Officer for Jack in the Box Inc. since 2005, announced in April 2017 his plans to retire from the company when a successor was hired. He’ll work with Tucker to help assure a smooth transition.

“We cannot thank Jerry enough for all of his contributions to the organization,” Comma said. “He’s been well-respected amongst the investment community, and under his stewardship as CFO we’ve transformed our business model: Franchise ownership of the Jack in the Box® brand has increased from approximately 25 percent in 2005 to nearly 88 percent today; the company has returned more than $2.5 billion of cash to shareholders through stock repurchases and dividends; and Jack in the Box Inc. common stock has appreciated by nearly 500 percent, as of market close on January 12, 2018. We wish Jerry all the best in his well-deserved retirement.”


Tucker was promoted to CFO and Treasurer at Papa John’s in February 2011 and added the CAO title and responsibilities in July 2012. From June 2010 to February 2011 he was Papa John’s Chief of Staff and Senior Vice President, Strategic Planning, and he served as its Chief of Staff and Vice President, Strategic Planning from June 2009 to June 2010. Prior to joining Papa John’s in 2009, Tucker served six years as Chief Financial Officer of Evergreen Real Estate in Louisville. From 1999 to 2003, he held leadership positions in finance for several companies engaged in education, technology consulting, online retailing or real estate development. Tucker was previously employed by Papa John’s as Director of Finance from 1994 to 1999. Prior to joining Papa John’s, Tucker was a senior accountant for Ernst & Young, LLC.

Tucker is a licensed certified public accountant and holds a bachelor’s degree from Transylvania University in Lexington, Kentucky. He also serves on the Board of Trustees for Transylvania University.

About Jack in the Box Inc.

Jack in the Box Inc. (NASDAQ: JACK), based in San Diego, is a restaurant company that operates and franchises Jack in the Box® restaurants, one of the nation’s largest hamburger chains, with more than 2,250 restaurants in 21 states and Guam. Additionally, through a wholly owned subsidiary, the company operates and franchises QDOBA MEXICAN EATS®, a leader in fast-casual dining, with more than 700 restaurants in 47 states, the District of Columbia and Canada. For more information on Jack in the Box and QDOBA, including franchising opportunities, visit www.jackinthebox.com or www.qdoba.com.

CONTACT:
Jack in the Box Inc.
Investor Contact:
Carol DiRaimo, (858) 571-2407
or
Media Contact:
Brian Luscomb, (858) 571-2291

Exhibit 99.2

GRAPHIC

January 10, 2018 Lance Tucker 13902 Fairway Lane, Goshen, KY 40026 Dear Lance: Congratulations!  I am pleased to confirm our offer to you for the position of Executive Vice President, Chief Financial Officer for Jack in the Box Inc. (the “Company”).  Subject to Board of Directors (the “Board”) approval, you will be designated as an officer of Jack in the Box Inc. Your anticipated start date of employment is Monday, March 19, 2018.  This offer is contingent upon completion of a positive background check.  Below please find the specifics of our offer regarding compensation, benefits, and terms of employment. Base Compensation – You will receive a bi-weekly salary of $22,115.39 which is equivalent to an annual salary of $575,000.00 Perquisite Allowance - As an officer, you will receive an annual cash perquisite allowance of $52,000, paid on a bi-weekly basis.  This allowance is intended to assist with expenses related to financial planning, and for the use of your personal automobile, cell phone, or other equipment for business purposes. Annual Incentive –  You are eligible to participate in the annual Performance Incentive Program for Jack in the Box executive management which is based on fiscal year performance.  Based on achievement of Company performance targets, the incentive potential for your position is 75% of base salary at target, up to a maximum of 150% of base salary, payable as a lump sum cash payment. To be a participant in the Program, you must be employed at the time of payment, and must be an active employee of the Company for six or more consecutive accounting periods (24 weeks) during the fiscal year.  Based on your start date, you will be eligible to receive a prorated incentive, if any, for Fiscal Year 2018 (which began on October 2, 2017, and ends on September 30, 2018). Long-Term Incentive - Subject to Board approval, you will be eligible to receive a long-term incentive stock grant at the next annual grant, anticipated to be in November/December 2018, with a current target value of $825,000 at grant.  The grant currently consists of 34% stock options (vesting 33% per year with a 7-year option life), 33% performance share units (PSU) (contingent on achievement of performance goals over a 3-fiscal year performance period), and 33% restricted stock units (RSU) (vesting 25% per year over 4 years), and are subject to the terms and provisions of the Jack in the Box Inc. 2004 Stock Incentive Plan and grant agreements.  Fifty-percent of net PSU and RSU shares are subject to a holding requirement until termination of service. One-Time New Hire Grant - Subject to Board approval, you will receive a one-time new hire grant of restricted stock units (RSU) with a grant date fair value of $400,000. The RSUs are subject to a three-year vesting schedule at 33% per year, with no holding requirement.  The grant will be made effective one full-week after your start date.


GRAPHIC

Deferred Compensation Programs – You are eligible to participate in the Company’s 401(k) plan (the “Easy$aver Plus Plan”).  The 401(k) plan is a tax-qualified savings plan in which you can defer a portion of your pay (salary and annual incentive). After one year of service, the Company will match 100% of your deferrals up to 4% of pay.  Deferrals in the 401(k) plan are subject to Internal Revenue Code (IRC) annual limits. You may also participate in the Executive Deferred Compensation Plan (EDCP) which is a non-qualified, pre-tax deferred compensation plan that allows for deferrals not subject to IRC limits. Health & Welfare Benefits – You are eligible to participate in the Jack in the Box health plans which includes medical, dental, and vision plans.  These plans are contributory on a pre-tax basis and provide several choices of coverage for you and your family.  Your health benefits eligibility date is the 1st day of the calendar month coincident with or following 30 days of service. The Company provides employer-paid term life insurance, and as an executive, you will receive an enhanced level with a total value life insurance equal to $770,000.  You may also elect to participate in other life and disability programs. Vacation/Sick Program - As an executive, you will not accrue vacation; you may take time off consistent with the needs of the business and the expectations of your leader.  You will accrue six days per year of sick time which may be carried over each year to a maximum of 60 days. Relocation - To support your move to San Diego, California, you will be contacted by Plus Relocation.  They will review our policy with you and coordinate your move.  Please note that our Relocation Policy specifies the applicable rules including situations where it may be necessary to repay a pro-rated amount of the relocation costs.  If you have any questions about the Relocation Policy, please contact Susan Pettijohn, our relocation manager, at (858) 571-2252.  We also suggest you consult with your personal tax advisor regarding relocation. All programs described in this offer letter are subject to the terms of provisions of the plans and are subject to change at the absolute discretion of the Company, and are not guaranteed in any way.  To the extent the terms of any plan or policy differ from what is in this letter, the plan or policy will determine the right and the amount of any benefits. Employment Conditions: This offer is contingent upon our receipt and verification of various pre-employment screening elements including, but not limited to: educational record as you have stated on your application and/or resume; background check results; and references.  You will be notified once we have successfully completed all components of the pre-employment process. Jack in the Box Inc. requires as a condition of employment that new employees agree to keep certain business information confidential, and also to submit most employment disputes to binding arbitration. As part of your orientation, you will be required to sign our Confidentiality Agreement and Dispute Resolution Agreement. You should also know that it is the policy of Jack in the Box Inc. that the employment relationship is one of “at will.”  This simply means that either party – you or the Company – may terminate the employment at any time, with or without cause.


GRAPHIC

Notice of Rights Pursuant to Section 7 of the Defend Trade Secrets Act (DTSA) – Notwithstanding any provisions in this agreement or company policy applicable to the unauthorized use or disclosure of trade secrets, you are hereby notified that, pursuant to Section 7of the DTSA, you cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law.  You also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Reporting to Governmental Agencies - Additionally, nothing in this Agreement prevents me from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”).  I understand this Agreement does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Orientation - You will receive via mail a New Hire Orientation packet. Please review and bring these completed employment forms with you on your start date, March 19, 2018.  Please arrive at the Corporate Support Center lobby located at 9330 Balboa Avenue at 8:30 am and inform the front desk that you are there for New Hire Orientation.  Your employment forms will be collected and your photo will be taken for your employee identification badge. è Please Note:  On your start date you will need to bring original documentation with you that will be used to complete section 2 of the form I9.  Your signature below will be your acknowledgement that you have read, understood and agree to the above information, including that you accept this offer to become an “at will” employee. Please sign and return this copy within 48 hours. Please contact Melissa Corrigan at 858-571-2473 should you have any questions. As discussed, upon your acceptance, we will touch base to coordinate public announcements of your hiring.  We look forward to welcoming you to the team.  Again, congratulations! Sincerely, Mark H Blankenship, Ph.D. Executive Vice President, Chief People, Culture & Corporate Strategy Officer Acknowledged by: Lance Tucker Date 1/11/2018