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JACK IN THE BOX INC

For the period ended Sep 29, 2024. Filed Jan 27, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 29, 2024 · Filed Jan 27, 2025

JACK$14.09-1.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

☑ Filed by the registrant

☐ Filed by a party other than the registrant

Check the appropriate box:
☐Preliminary Proxy Statement
☐CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (check the appropriate box):
☑No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

January 27, 2025

Dear Fellow Shareholder:

We invite you to attend the Jack in the Box Inc. 2025 Annual Meeting of Shareholders. The meeting will be held on Friday, February 28, 2025, at 8:30 a.m. Pacific Standard Time. The Annual Meeting will be a completely “virtual meeting” of shareholders. You will be able to attend the annual meeting as well as vote and submit your questions during the live webcast of the meeting by visiting http://www.virtualshareholdermeeting.com/JACK2025 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials.

In the following pages, you will find the Notice of Annual Meeting of Shareholders as well as a Proxy Statement describing the business to be conducted at the meeting. We have also enclosed a copy of our Annual Report on Form 10-K for the fiscal year ended September 29, 2024, for your information.

To assure that your shares are represented at the meeting, please mark your choices on the enclosed proxy card, sign and date the card, and return it promptly in the postage-paid envelope provided. We also offer shareholders the opportunity to vote their shares over the Internet or by telephone. Please see the Proxy Statement and the enclosed proxy card for details about voting. If you hold your shares through an account with a broker, bank, or other financial institution, please follow the instructions you receive from them to vote your shares. If you are able to attend the virtual meeting and wish to vote your shares then, you may do so at any time before the proxy is voted at the meeting.

Thank you for your continued support of Jack in the Box.

Sincerely,

Darin S. Harris

Chief Executive Officer

Important notice regarding the availability of proxy materials

for the Annual Meeting of Shareholders to be held on February 28, 2025

The Jack in the Box Inc. Proxy Statement and Annual Report on Form 10-K

for the fiscal year ended September 29, 2024, are available electronically at

http://investors.jackinthebox.com

TABLE OF CONTENTS

Page · Page
Notice of 2025 Annual Meeting of Shareholders1Compensation Discussion and Analysis36
Proxy Summary2I. Executive Summary36
II. Compensation Principles and Objectives41
Questions and Answers9III. Compensation Competitive Analysis42
IV. Elements of Compensation43
Proxy Materials and Voting Information9V. Compensation Decision-Making Process44
Annual Meeting Information13VI. Fiscal 2024 Compensation45
Communications and Shareholder Proposals14VII. Additional Compensation Information51
VIII. CEO Pay Ratio Disclosure55
Proposal 1 — Election of Directors15
Compensation Committee Report56
Nominees for Director15
Director Qualifications and Biographical Information16Compensation Risk Analysis57
Current Director Not Standing for Re-Election21
Executive Compensation58
Corporate Governance22
Summary Compensation Table58
Directors’ Independence22Grants of Plan-Based Awards60
Board Meetings, Annual Meeting of Shareholders and Attendance22Outstanding Equity Awards at Fiscal Year-End 202461
Determination of Current Board Leadership Structure22Option Exercises and Stock Vested in Fiscal 202462
The Board’s Role in Risk Oversight23Retirement Plan Benefits62
The Board’s Role in Succession Planning23Non-Qualified Deferred Compensation63
Committees of the Board23Potential Payments on Termination of Employment or Change in Control64
Committee Member Independence25Pay Versus Performance68
Executive Sessions25
Board Composition and Refreshment25Security Ownership of Certain Beneficial Owners and Management71
Shareholder Recommendations and Board Nominations26
Code of Conduct26Other Information73
Compensation Committee Interlocks and Insider Participation26Certain Relationships and Related Transactions73
Additional Corporate Governance Principles and Practices27Appendix A — Reconciliation of Non-GAAP Measurements to GAAP ResultsA-1
Corporate Responsibility27
Director Compensation and Stock Ownership Requirements28
Report of the Audit Committee31
Independent Registered Public Accountants Fees and Services32
Proposal 2 — Ratification of the Appointment of Independent Registered Public Accountants33
Proposal 3 — Advisory Vote on Executive Compensation34
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.