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): July 26, 2020
 

 
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)
     
Not Applicable
(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:

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2020, Lance Tucker notified Jack in the Box Inc. (the “Company”) of his intention to resign from his position as the Company’s Executive Vice President and Chief Financial Officer, effective within the next six weeks.  Mr. Tucker’s decision to resign is for personal reasons and not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Dawn Hooper, the Company’s Vice President of Financial Reporting and Controller, shall serve as the Company’s interim principal financial officer effective upon Mr. Tucker’s resignation and until the Board appoints a successor Chief Financial Officer. Ms. Hooper, 49, has served as the Company’s Vice President of Financial Reporting since January 2013.  She previously served as the Company’s Assistant Controller from January 2013 until being appointed to the Controller position in May 2020.  She started at the Company in October 2000 as a Corporate Accounting Manager and later occupied the position of the Company’s Director of Financial Reporting.   Prior to joining the Company, Ms. Hooper worked for KPMG LLP from September 1993 to September 2000.  She received her Bachelor of Accountancy from the University of San Diego. There are no reportable family relationships or related person transactions involving the Company and Ms. Hooper.

In connection with her appointment as interim principal financial officer, Ms. Hooper’s salary shall increase $7,500 per month starting on August 10, 2020 and ending once the Company has appointed a new Chief Financial Officer.

On July 30, 2020, the Company issued a press release announcing Mr. Tucker’s resignation and Ms. Hooper’s appointment. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d)         Exhibits.

Exhibit No.          Description                                        
99.1                       Press Release of Jack in the Box Inc, dated July 30, 2020

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: July 30, 2020
/s/ Darin Harris                                                                  
 
 
Darin Harris
 
 
Chief Executive Officer
Exhibit 99.1

Jack in the Box Inc. Announces Departure of CFO, Lance Tucker

SAN DIEGO--(BUSINESS WIRE)--July 30, 2020--Jack in the Box Inc. (NASDAQ: JACK) announced today that Lance Tucker, Executive Vice President and Chief Financial Officer, has provided his intent to resign and will be leaving the company effective within the next six weeks. The company has initiated a search for a new Chief Financial Officer. While the company searches to identify a successor, the senior members of the company’s finance department will assume Tucker’s responsibilities on an interim basis.

Dawn Hooper, the company’s controller, has been appointed to principal financial officer effective on Tucker’s last day. Hooper has been with Jack in the Box Inc. for almost 20 years, with her tenure in leadership positions within finance. She, in conjunction with Sean Bogue, the company’s treasurer, will ensure a smooth transition. Hooper will report to Darin Harris, CEO, until Tucker’s successor is named.

Tucker has been with Jack in the Box Inc. for over two years and was paramount in implementing the company’s securitization.

Darin Harris, CEO, said, “While we have only worked together for a short time, I appreciate Lance’s leadership and strategic thinking. He has made a positive impact on the business and the executive leadership team here at Jack in the Box. We wish him the best of luck and are certain the finance team will be in good hands until his successor is named.”

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 2,220 restaurants in 21 states. Known as the pioneer of all-day breakfast, and the late night category, Jack in the Box prides itself on being the curly fry in a world of regular fries. For more information on Jack in the Box, including franchising opportunities, visit www.jackinthebox.com. If you have media inquiries, please reach out to media@jackinthebox.com.


Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the potential impacts to our business and operations resulting from the coronavirus COVID-19 pandemic, the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the company's ability to reduce G&A and operate efficiently; the company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the company's brand; increased regulatory and legal complexities, including federal, state and local policies regarding mitigation strategies for controlling the coronavirus COVID-19 pandemic, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; and stock market volatility. These and other factors are discussed in the company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request. The company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.

Contacts

Investor Contact:
Rachel Webb, (858) 571-2683