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): December 11, 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)

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 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.
 
Appointment of New Chief Financial Officer

On December 17, 2020, Jack in the Box Inc. (the “Company”) announced the Company’s Board of Directors (the “Board”) will appoint Mr. Timothy Mullany to the position of Chief Financial Officer (“CFO”), effective upon his first day of employment with the Company on January 18, 2021 (the “CFO Start Date.”).

Mr. Mullany, age 45, most recently served as the Chief Financial Officer of Body Firm Aerobics Inc. d/b/a VASA Fitness (Orem, UT), an operator of approximately 45 fitness clubs across six states, from August 2018 until December 2020. Prior to that, Mr. Mullany served as the Chief Financial Officer of RAVE Restaurant Group, Inc. (The Colony, TX), which owns, operates, franchises, and/or licenses approximately 217 Pie Five Pizza Co. and Pizza Inn restaurants and Pizza Inn Express kiosks domestically and internationally, from May 2014 to July 2018. Previously, from October 2011 to April 2014, Mr. Mullany held the Chief Financial Officer role at Restaurants Unlimited, Inc (Seattle, WA), an American food and beverage firm, and from April 2009 to February 2011, he held the Chief Financial Officer role at Consumer Capital Partners (Denver, CO), a private investment, concept development, and strategic advisory firm that franchises and operates Smashburger and Quizno brands, among others. Mr. Mullany received a Master of Business Administration from Columbia Business School and holds a Bachelor of Science from Villanova University.
 
On December 14, 2020, the Company entered into an offer letter (the “Offer Letter”) with Mr. Mullany with respect to his employment as CFO. The Offer Letter provides for Mr. Mullany to receive: (a) an annual base salary of $500,000; (b) a one-time cash bonus of $150,000, payable on the first regular payroll date following his hire, and which is required to be repaid in the event of his resignation or termination with Cause within one year after hire; and (c) subject to Board approval, a one-time new hire grant of RSUs with the number of shares equal to $250,000 divided by the Company’s 60-day average stock price ending on the day before the date of grant and subject to a four-year vesting schedule at 25% per year, with 50% of the net RSU shares subject to a holding requirement until termination of service.

The Offer Letter also provides that Mr. Mullany will be eligible for (a) an annual bonus incentive under the Company’s Annual Performance Incentive Plan with target annual incentive potential of up to 75% of base salary, payable as a lump sum cash payment, and based on attainment of Company performance targets to be set by the Board of Directors; (b) an annual equity award under the Company’s Long-Term Incentive Plan (to be effective the second Monday following the CFO Start Date for FY21, and all future FY grants to occur in November or December of each year)  with an expected target value of $600,000 at grant, consisting of 50% performance share units (PSUs) and 50% restricted stock units (RSUs) which are both subject to holding requirements; and (c) participation in (i) the Jack in the Box Inc. Severance Plan for Executive Officers, described in the Company’s Current Report on Form 8-K filed March 4, 2020, and (ii) the Company’s Compensation and Benefits Assurance Agreement for Executives, which will provide for benefits for the CFO position at 2.5x multiple of salary/bonus and 30 months COBRA coverage. Equity grants are subject to a stock ownership requirement equal to 3.0x of annual salary to be achieved within five years from the CFO Start Date. Mr. Mullany will also be entitled to relocation assistance, including reimbursement for moving expenses, consistent with the Company’s relocation policy.
 
There are no arrangements or understandings with any other person pursuant to which Mr. Mullany was appointed as the Company’s CFO, and there are no family relationships between Mr. Mullany and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Mullany and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
 
On December 17, 2020, the Company issued a news release announcing Mr. Mullany’s appointment, a copy of which is furnished with this Current Report on Form 8-K 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 a summary of select terms, is not complete, and is qualified in its entirety by reference to the full text thereof, which is incorporated by reference herein.

Resignation of Former Chief Operating Officer

On December 11, 2020, Marcus Tom notified the Company of his intention to resign from his position as the Company’s Chief Operating Officer, effective January 8, 2021.  Mr. Tom’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.

Item 9.01
Financial Statements and Exhibits

(d)         Exhibits.
 

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: December 17, 2020
 
/s/ Darin Harris
   
Darin Harris
   
Chief Executive Officer

Exhibit 99.1


Timothy Mullany to Join Jack in the Box Inc. as New Chief Financial Officer

SAN DIEGO--(BUSINESS WIRE)--December 17, 2020--Jack in the Box Inc. (NASDAQ: JACK) announced today that Timothy Mullany will join the company as Executive Vice President and Chief Financial Officer, effective January 18, 2021.

Mullany is a well-rounded finance leader with more than 20 years of experience in the restaurant industry, as well as hyper-growth concepts, both public and private. Most recently, Mullany served as Chief Financial Officer at VASA Fitness where he was responsible for leading the finance and accounting team plus developing and executing company growth strategies, including site acquisition and market entry development.

“We are excited for the addition of Tim to the Jack in the Box team. He has demonstrated strong financial leadership while supporting growing businesses in the restaurant industry. We are confident in his executive leadership ability to help continue the momentum being experienced at Jack in the Box,” said Darin Harris, Chief Executive Officer.

Previously, Tim was Chief Financial Officer at RAVE Restaurant Group, Inc. (NASDAQCM: RAVE) where he helped scale Pie Five Pizza from a regional start up into one of the nation’s leading fast casual pizza concepts. Prior to that he held additional Chief Financial Officer roles at Restaurants Unlimited Inc. and Consumer Capital Partners, franchisor and operator of the Smashburger and Quiznos brands. Earlier in his career he also led the financial functions of Global Portfolio Advisors Ltd, its affiliate Outpost International, and Sea Research Foundation, along with founding Mystic Entertainment Company. His career began with positions in private equity and investment banking at J.P. Morgan and Bank of America, respectively, and KPMG LLP. Tim holds an MBA from Columbia Business School and a BS from Villanova University.

“I am thrilled to join Darin and the Jack in the Box team. I have been a longtime fan of the brand and with my experience in growing businesses, and specifically my knowledge within the restaurant industry, I look forward to leading the organization as it embarks on an accelerated growth strategy, in partnership with our employees and franchisees,” said Mullany.

About Jack in the Box:

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 2,200 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.

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:
Carol DiRaimo
carol.diraimo@jackinthebox.com

Exhibit 99.2







 
December 11, 2020

Mr. Tim Mullany


Congratulations! On behalf of Jack in the Box, I am pleased to confirm our offer to you for the position of Executive Vice President, Chief Financial Officer (“CFO”) of Jack in the Box Inc. (the “Company”) with a start date of Monday, January 18, 2021. This offer is contingent upon completion of a favorable background check and satisfactory completion of the Directors & Officers Questionnaire (“D&O Questionairre”).

Orientation: You will be contacted to schedule your virtual new hire orientation during your first week. Please Note: You will need to provide original documents to complete section 2 of the Form I9.

Base Compensation:
Your annual salary will be $500,000, paid on a bi-weekly basis equal to $19,230.77 per pay period.

Annual Incentive (Bonus) beginning FY 2021:
Beginning with the Company’s fiscal year 2021 (which began September 28, 2020), you will be eligible to participate in the annual Performance Incentive Program for Jack in the Box executive officers with incentive payments based on attainment of Company performance targets for the fiscal year. Any incentive payment for fiscal 2021 will be prorated based on the number of full weeks of your employment during the fiscal year.
 
The target annual incentive potential for the CFO position is 75% of base salary, payable as a lump sum cash payment. To be eligible to receive payment, you must be employed at the time of payment, and be an active employee of the Company for six or more consecutive accounting periods (24 weeks) during the fiscal year.
 
Long-Term Incentive (LTI) beginning FY 2021:
As CFO, you will be eligible to receive an annual long-term incentive stock grant equal to an LTI value of $600,000 at grant, with the number of shares determined by reference to the 60- day average closing stock price of Jack in the Box common stock as of the grant date. For fiscal 2021, the grant award will be comprised of 50% performance share units (PSUs) with vesting contingent on achievement of performance goals over a 3-fiscal year performance period, and 50% restricted stock units (RSUs) that vest 25% per year over four years. Fifty-percent of the after-tax net shares resulting from the vesting of PSUs and RSUs are subject to a holding requirement until termination of service.


Your FY 2021 grant will be effective on the second Monday following your start date. All future long-term incentive stock grants will typically occur in November or December each year and are subject to approval by the Company’s Board of Directors and/or Compensation Committee thereof (the “Board”) and the terms and provisions of the Jack in the Box Inc. Stock Incentive Plan and award agreements.

Stock Ownership Guideline:
You will be subject to a stock ownership requirement equal to 3.0x your annual salary to be achieved within 5-years from your start date.

New Hire One-Time Cash Payments:
You will receive a one-time cash bonus of $150,000, subject to required tax withholding (the “Sign-On New Hire Bonus”), and payable within two weeks from your start date. In the event that prior to the one year anniversary of your start date with the Company either (i) you resign your employment with the Company for any reason or (ii) the Company terminates your employment for Cause (as defined in the Executive Severance Plan referenced below), in either case, you will be required to repay the full amount of the Sign-On New Hire Bonus to the Company within thirty (30) days of your cessation of employment with the Company.

One-Time New Hire RSU Grant:
You will receive a one-time new hire grant of restricted stock units (RSUs) equal to an LTI value of $250,000 at grant, with the number of shares determined by reference to the 60-day average closing stock price of Jack in the Box common stock as of the grant date. The RSUs vest ratably at 25% per year over four years, and fifty-percent of the after-tax net shares resulting from the vesting of such RSUs are subject to a holding requirement until termination of service. The grant will be made effective on the second Monday following your start date, subject to Board approval and the terms and provisions of the Jack in the Box Inc. Stock Incentive Plan and award agreement.
 
Executive Employee Severance Program
You will be eligible to participate in the Jack in the Box Inc. Severance Plan for Executive Officers, as described in the Company’s Current Report on Form 8-K filed March 4, 2020.
 
Change in Control Assurance (“CIC”)
You will be eligible to enter into the company’s Compensation and Benefits Assurance Agreement for Executives, which will provide for benefits in the event of a CIC for the Executive Vice President (CFO) level at 2.5x multiple of salary/annual incentive and 30 months COBRA coverage.
 
Deferred Compensation Programs:
401(k) Plan - You will be 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). 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.
 
EDCP Plan - You will also be eligible to 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. This plan is subject to 409A and therefore you will be notified when you may elect to enroll in the EDCP. At the end of each calendar year, you may receive an annual restoration matching contribution if your deferrals to the 401(k) (and related Company matching contributions) are limited due to tax code limits applicable to the 401(k) Plan.


Health & Welfare Benefits:
You are eligible to participate in the Jack in the Box health plans which include 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 officer of the Company, you will receive an enhanced level with a total life insurance value equal to $770,000. You may also elect to participate in other life and disability programs.

Vacation/Sick Program:
As CFO, you will not accrue vacation time; time off may be taken as needed and with consideration of the needs of the business. 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 policy, please contact Susan Pettijohn in HR at                   . We also suggest you consult with your personal tax advisor regarding relocation.
 
Note: All programs described in this offer letter are subject to the terms of provisions of the plans which 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 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 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.
  
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 7 of 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.
 
Your signature below will be your acknowledgement that you have read, understood and agree to the above information, including that you are an “at will” employee. Please sign and return this copy as soon as possible to Sarah Super, SVP, Chief Legal and Risk Officer; contact number is.

As discussed, your hiring is material, non-public information which must be kept in the strictest confidentiality in accordance with insider trading laws. Upon your acceptance, we will work closely to coordinate the timing and public announcements of your hiring.

We look forward to you joining Jack in the Box Inc. as our new CFO, congratulations!

Sincerely,
  

Darin Harris
Chief Executive Officer
Jack in the Box Inc.