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): November 10, 2005
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JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9390 95-2698708
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(State or other jurisdiction (Commission File (I.R.S. Employer Identification
of incorporation) Number) Number)
9330 BALBOA AVENUE, SAN DIEGO, CA 92123
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(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On November 11, 2005, the Board of Directors of Jack in the Box Inc.
approved the form of stock option award agreement attached hereto as Exhibit
10.20 for use in granting stock options to non-employee directors pursuant to
the company's shareholder-approved 2004 Stock Incentive Plan (previously filed
as Exhibit 10.16 to the Jack in the Box Inc. Quarterly Report on Form 10-Q for
the period ended July 4, 2004).
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
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DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
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On November 10, 2005, Edward W. Gibbons, a member of the Board of Directors
of Jack in the Box Inc. since 1985, informed the Company that he has elected to
retire from the Board at the end of his current term and will not stand for
reelection at the company's annual meeting in February, 2006. Mr. Gibbons serves
on the Company's Finance Committee. His decision is not related to any
disagreement between Mr. Gibbons and Jack in the Box Inc. on any matter relating
to the Company's operations, policies or practices.
At its meeting on November 11, 2005, the Board of Directors, acting
pursuant to its Bylaws, decreased the size of the Board from nine members to
eight members effective February 16, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(C) EXHIBITS
The following exhibits are furnished with this Report:
Exhibit
No. Description
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10.20 The Jack in the Box Inc. Non-Employee Director Stock Option Award
Agreement under the 2004 Stock Incentive.
SIGNATURES
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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: JERRY P. REBEL
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Jerry P. Rebel
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Signatory)
Date: November 14, 2005