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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/08/07 Jack in the Box Inc/New PRE 14A 9/21/07 1:359K Bowne - BSD/FA |
Document/Exhibit Description Pages Size 1: PRE 14A Preliminary Proxy Statement HTML 83K
pre14a |
þ | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transaction applies: | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: | ||
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: | ||
(2) | Form, Schedule or Registration Statement No.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: | ||
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A-1 |
1. | To approve an amendment to the Jack in the Box Inc. Restated Certificate of Incorporation, as amended, to increase the total number of shares of capital stock that Jack in the Box Inc. is authorized to issue from 90,000,000 shares to 190,000,000 shares by increasing the total number of authorized shares of common stock from 75,000,000 shares to 175,000,000 shares and; | |
2. | To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof. |
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Number of
Shares |
||||||||
of Common
Stock |
Percent of |
|||||||
Name
|
Beneficially Owned(1) | Class(1) | ||||||
Fidelity Investments(2)
|
3,380,300 | 7.7 | % | |||||
Barclays Global Investors, N.A.(3)
|
2,161,154 | 4.9 | % | |||||
Linda A. Lang
|
156,150 | * | ||||||
Paul L. Schultz
|
129,354 | * | ||||||
David M. Theno
|
72,625 | * | ||||||
Jerry P. Rebel
|
31,286 | * | ||||||
Lawrence E. Schauf
|
50,000 | * | ||||||
Michael E. Alpert
|
31,700 | * | ||||||
George Fellows
|
9,200 | * | ||||||
Murray H. Hutchison
|
45,300 | * | ||||||
Alice B. Hayes
|
38,700 | * | ||||||
Michael W. Murphy
|
19,200 | * | ||||||
Anne B. Gust
|
44,200 | * | ||||||
David M. Tehle
|
20,700 | * | ||||||
All directors and executive
officers as a group (15 persons)
|
850,940 | 1.2 | % |
* | Less than one percent |
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(1) | For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date which such person has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Messrs. Schultz, Rebel, Theno, Schauf, Alpert, Fellows, Hutchison, Murphy and Tehle and Ms. Lang, Ms. Gust and Dr. Hayes have the right to acquire through the exercise of stock options within 60 days of the above date, 73,825, 0, 42,625, 0, 29,200, 9,200, 45,300, 19,200, 19,200, 56,150, 44,200, and 36,700 respectively, of the shares reflected above as beneficially owned. As a group, all directors and executive officers have the right to acquire through the exercise of stock options within 60 days of the above date 471,625 of the shares reflected above as beneficially owned. In addition, the shares reflected as beneficially owned by Messrs. Schultz, Rebel, Theno and Schauf, and Ms. Lang include 15,084, 31,286, 28,000, 50,000 and 100,000 shares, respectively, for restricted stock awards. As a group, the shares reflected as beneficially owned by all directors and executive officers include 278,970 restricted stock awards. Restricted stock shares may be voted by such executive officers; however, the shares are not available for sale or other disposition until the expiration of vesting restrictions upon retirement or termination. | |
(2) | According to its Form 13F filing as of March 31, 2007, FMR Corp., on behalf of certain of its direct and indirect subsidiaries, Fidelity Management & Research Company and FMR Co., Inc. and Pyramis Global Advisors Trust Company, indirectly held and had investment discretion with respect to 3,380,300 shares. Fidelity Management & Research Company and FMR Co., Inc. were the beneficial owners of 3,284,600 shares, of which it had no voting power with respect to 3,284,600 shares. Pyramis Global Advisors Trust Company was the beneficial owner of 95,700 shares, of which it had sole voting power. The address of Fidelity Management and Research Company, FMR Co., and Pyramis Global Advisors Trust Company is 82 Devonshire Street, Boston, Massachusetts 02109. | |
(3) | According to its Form 13F filing as of March 31, 2007, Barclays PLC, on behalf of certain of its direct and indirect subsidiaries, Barclays Global Investors, NA, Barclays Global Fund Advisors, and Barclays Global Investors Ltd, indirectly held and had investment discretion with respect to 2,161,154 shares. Barclays Global Investors, NA was the beneficial owner of 1,227,997 shares, of which it had sole voting power with respect to 1,090,252 shares and no voting power with respect to 137,745 shares. Barclays Global Fund Advisors was the beneficial owner of 912,686 shares, of which it had sole voting power with respect to 638,253 shares and no voting power with respect to 274,433 shares. Barclays Global Investors Ltd was the beneficial owner of 20,471 shares, of which it had no voting power with respect to 20,471 shares. |
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A-1
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS JACK IN THE BOX INC. FOR SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 21, 2007 AT 2:00 P.M. JACK IN THE BOX INC., 9330 BALBOA AVENUE, SAN DIEGO, CALIFORNIA The undersigned hereby appoints Linda A. Lang and Jerry P. Rebel and each of them, acting by a majority or by one of them if only one is acting, as lawful proxies, with full power of substitution, for and in the name of the undersigned, to vote on behalf of the undersigned, with all the powers the undersigned would possess if personally present at the Special Meeting of Stockholders of Jack in the Box Inc., a Delaware corporation, on September 21, 2007, or any postponements or adjournments thereof. The above named proxies are instructed to vote all the undersigned’s shares of stock on the proposals set forth in the Notice of Special Meeting and Proxy Statement as specified on the other side hereof and are authorized in their discretion to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted “FOR” Proposal 1. The Board of Directors recommends a vote FOR Proposal 1. (Continued, and to be marked, dated and signed, on the other side) Address Change/Comments (Mark the corresponding box on the reverse side) s FOLD AND DETACH HERE s JACK IN THE BOX INC. SPECIAL MEETING OF STOCKHOLDERS SEPTEMBER 21, 2007 AT 2:00 P.M. JACK IN THE BOX INC. 9330 BALBOA AVENUE SAN DIEGO, CALIFORNIA |
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE PROPOSAL Mark Here for Address THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Change or Comments PLEASE SEE REVERSE SIDE FOR AGAINST ABSTAIN PROPOSAL 1-Amendment of Restated Certificate of Incorporation YES NO I plan to attend the meeting. Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.melloninvestor.com/isd where step-by-step instructions will prompt you through enrollment. Signature Signature Date NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. s FOLD AND DETACH HERE s Vote by Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to annual meeting day. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Internet Telephone Mail http://www.proxyvoting.com/jbx 1-866-540-5760 Mark, sign and date Use the Internet to vote your proxy. Use any touch-tone telephone to vote your proxy card Have your proxy card in hand when your proxy. Have your proxy card in and you access the web site. OR hand when you call. OR return it in the enclosed postage-paid envelope. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. You can view the Annual Report and Proxy Statement on the internet at: http://www.jackinthebox.com |
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS JACK IN THE BOX INC. FOR SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 21, 2007 AT 2:00 P.M. JACK IN THE BOX INC., 9330 BALBOA AVENUE, SAN DIEGO, CALIFORNIA The undersigned hereby appoints Linda A. Lang and Jerry P. Rebel and each of them, acting by a majority or by one of them if only one is acting, as lawful proxies, with full power of substitution, for and in the name of the undersigned, to vote on behalf of the undersigned, with all the powers the undersigned would possess if personally present at the Special Meeting of Stockholders of Jack in the Box Inc., a Delaware corporation, on September 21, 2007, or any postponements or adjournments thereof. The above named proxies are instructed to vote all the undersigned’s shares of stock on the proposals set forth in the Notice of Special Meeting and Proxy Statement as specified on the other side hereof and are authorized in their discretion to vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted “FOR” Proposal 1. The Board of Directors recommends a vote FOR Proposal 1. (Continued, and to be marked, dated and signed, on the other side) Address Change/Comments (Mark the corresponding box on the reverse side) s FOLD AND DETACH HERE s JACK IN THE BOX INC. SPECIAL MEETING OF STOCKHOLDERS SEPTEMBER 21, 2007 AT 2:00 P.M. JACK IN THE BOX INC. 9330 BALBOA AVENUE SAN DIEGO, CALIFORNIA |
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE PROPOSAL Mark Here for Address THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Change or Comments PLEASE SEE REVERSE SIDE FOR AGAINST ABSTAIN In their discretion, the Proxies are authorized to vote upon such other business PROPOSAL 1-Amendment of Restated as may properly come before the meeting, including with respect to any adjourn-Certificate of Incorporation ment thereof. YES NO I plan to attend the meeting. Signature(s) x Dated: , 2007 NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. s FOLD AND DETACH HERE s |
BALLOT JACK IN THE BOX INC. BALLOT Special Meeting of Stockholders, September 21, 2007 The undersigned votes() shares of stock, with respect to the following: 1. To approve an amendment to Jack in the Box Inc.’s Restated Certificate of Incorporation, as amended, to increase the total number of shares of capital stock that Jack in the Box Inc. is authorized to issue from 90,000,000 to 190,000,000 by increasing the total number of shares of common stock from 75,000,000 to 175,000,000. FOR AGAINST ABSTAIN Stockholder’s signature INSTRUCTION: If ballot is cast by proxy, print stockholder name above or, if multiple stockholders, print “Proxies Filed” above. Proxy signature (if ballot is cast by proxy) |
This ‘PRE 14A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/15/07 | ||||
10/2/07 | ||||
For Period End: | 9/21/07 | 8-K, DEF 14A | ||
8/14/07 | ||||
Filed on: | 8/8/07 | 10-Q, 8-K | ||
8/3/07 | ||||
7/8/07 | 10-Q | |||
3/31/07 | ||||
2/16/07 | 4, DEF 14A | |||
10/1/06 | 10-K | |||
List all Filings |