Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.67M
2: EX-21.1 Subsidiaries List HTML 36K
3: EX-23.1 Consent of Expert or Counsel HTML 34K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 58K Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
14: R1 Cover Page HTML 100K
15: R2 Audit Information HTML 40K
16: R3 Consolidated Balance Sheets HTML 170K
17: R4 Consolidated Balance Sheets (Parenthetical) HTML 50K
18: R5 Consolidated Statements of Earnings HTML 121K
19: R6 Consolidated Statements of Comprehensive Income HTML 67K
20: R7 Consolidated Statements of Cash Flows HTML 148K
21: R8 Consolidated Statements of Stockholders' Deficit HTML 87K
22: R9 Nature of Operations and Summary of Significant HTML 81K
Accounting Policies
23: R10 Revenue HTML 100K
24: R11 Business Combination HTML 88K
25: R12 Summary of Refranchisings and Franchise HTML 81K
Acquisitions
26: R13 Goodwill And Intangible Assets HTML 86K
27: R14 Fair Value Measurements HTML 66K
28: R15 Indebtedness HTML 65K
29: R16 Leases HTML 366K
30: R17 Other Operating Expense (Income), Net HTML 51K
31: R18 Segment Reporting HTML 79K
32: R19 Income Taxes HTML 104K
33: R20 Retirement Plans HTML 321K
34: R21 Share-Based Employee Compensation HTML 101K
35: R22 Stockholders' Deficit HTML 42K
36: R23 Average Shares Outstanding HTML 51K
37: R24 Commitments and Contingencies HTML 46K
38: R25 Supplemental Consolidated Cash Flow Information HTML 52K
39: R26 Supplemental Consolidated Financial Statement HTML 70K
Information
40: R27 Subsequent Events HTML 37K
41: R28 Pay vs Performance Disclosure HTML 46K
42: R29 Insider Trading Arrangements HTML 39K
43: R30 Nature of Operations and Summary of Significant HTML 139K
Accounting Policies (Policy)
44: R31 Nature of Operations and Summary of Significant HTML 43K
Accounting Policies (Tables)
45: R32 Revenue (Tables) HTML 97K
46: R33 Business Combination (Tables) HTML 96K
47: R34 Summary of Refranchisings and Franchise HTML 110K
Acquisitions (Tables)
48: R35 Goodwill And Intangible Assets (Tables) HTML 93K
49: R36 Fair Value Measurements (Tables) HTML 65K
50: R37 Indebtedness (Tables) HTML 57K
51: R38 Leases (Tables) HTML 170K
52: R39 Other Operating Expense (Income), Net (Tables) HTML 48K
53: R40 Segment Reporting (Tables) HTML 74K
54: R41 Income Taxes (Tables) HTML 105K
55: R42 Retirement Plans (Tables) HTML 317K
56: R43 Share-Based Employee Compensation (Tables) HTML 96K
57: R44 Average Shares Outstanding (Tables) HTML 49K
58: R45 Supplemental Consolidated Cash Flow Information HTML 52K
(Tables)
59: R46 Supplemental Consolidated Financial Statement HTML 70K
Information (Tables)
60: R47 Nature of Operations and Summary of Significant HTML 99K
Accounting Policies (Narrative) (Details)
61: R48 Nature of Operations and Summary of Significant HTML 42K
Accounting Policies (Allowance for Doubtful
Accounts) (Details)
62: R49 Revenue (Narrative) (Details) HTML 57K
63: R50 Revenue (Disaggregation of Revenue) (Details) HTML 78K
64: R51 Revenue (Contract Liabilities) (Details) HTML 43K
65: R52 Revenue (Estimated Future Franchise Fees) HTML 54K
(Details)
66: R53 Business Combination (Narrative) (Details) HTML 80K
67: R54 Business Combination (Purchase Consideration) HTML 71K
(Details)
68: R55 Business Combination (Estimated Fair Value of HTML 92K
Assets and Liabilities) (Details)
69: R56 Business Combination (Business Combination, HTML 42K
Goodwill Segment Allocation) (Details)
70: R57 Business Combination (Schedule of Intangible HTML 49K
Assets and the Useful Lives) (Details)
71: R58 Business Combination (Schedule of Pro Forma HTML 39K
Information) (Details)
72: R59 Summary of Refranchisings and Franchise HTML 65K
Acquisitions (Summary Of Refranchisings And
Franchise Acquisitions) (Details)
73: R60 Summary of Refranchisings and Franchise HTML 48K
Acquisitions (Narrative) (Details)
74: R61 Summary of Refranchisings and Franchise HTML 59K
Acquisitions (Purchase Price Allocations on
Franchise Acquisitions) (Details)
75: R62 Summary of Refranchisings and Franchise HTML 46K
Acquisitions (Disclosure of Assets Held-for-sale)
(Details)
76: R63 Goodwill And Intangible Assets (Changes in HTML 62K
Carrying Amount of Goodwill) (Details)
77: R64 Goodwill And Intangible Assets (Schedule of HTML 53K
Intangible Assets) (Details)
78: R65 Goodwill And Intangible Assets (Estimated HTML 48K
Amortization Expense) (Details)
79: R66 Fair Value Measurements (Financial Assets and HTML 51K
Liabilities Measured at Fair Value on Recurring
Basis) (Details)
80: R67 Fair Value Measurements (Carrying Value and HTML 49K
Estimated Fair Value of Notes) (Details)
81: R68 Fair Value Measurements (Narrative) (Details) HTML 42K
82: R69 Indebtedness (Schedule of Long-Term Debt) HTML 74K
(Details)
83: R70 Indebtedness (Narrative) (Details) HTML 124K
84: R71 Indebtedness (Scheduled Principal Payments of HTML 47K
Long-Term Debt) (Details)
85: R72 Leases (Narrative) (Details) HTML 46K
86: R73 Leases (Supplemental Balance Sheet Information) HTML 56K
(Details)
87: R74 Leases (Lessee Lease Costs) (Details) HTML 63K
88: R75 Leases (Finance and Operating Lease Payments) HTML 86K
(Details)
89: R76 Leases (Assets Recorded Under Finance Leases) HTML 45K
(Details)
90: R77 Leases (Supplemental Cash Flow and Non-cash HTML 48K
Information) (Details)
91: R78 Leases (Sale, Leaseback Transactions) (Details) HTML 53K
92: R79 Leases (Rental Income) (Details) HTML 59K
93: R80 Leases (Future Minimum Receipts) (Details) HTML 49K
94: R81 Leases (Assets Held for Lease) (Details) HTML 53K
95: R82 Other Operating Expense (Income), Net (Impairment HTML 47K
and Disposal Costs Included in Impairment and
Other Charges) (Details)
96: R83 Other Operating Expense (Income), Net (Narrative) HTML 47K
(Details)
97: R84 Segment Reporting (Details) HTML 71K
98: R85 Income Taxes (Components of Income Taxes) HTML 57K
(Details)
99: R86 Income Taxes (Reconciliation of the Federal HTML 61K
Statutory Income Tax Rate to Effective Tax Rate)
(Details)
100: R87 Income Taxes (Deferred Tax Assets and Deferred Tax HTML 88K
Liabilities) (Details)
101: R88 Income Taxes (Narrative) (Details) HTML 40K
102: R89 Retirement Plans (Narrative) (Details) HTML 61K
103: R90 Retirement Plans (Reconciliation of Changes in HTML 152K
Benefit Obligations, Plan Assets and Funded Status
of Retirement Plans) (Details)
104: R91 Retirement Plans (Fair Value of Plan Assets of HTML 86K
Pension Plans) (Details)
105: R92 Retirement Plans (Components of Net Periodic HTML 72K
Benefit Cost) (Details)
106: R93 Retirement Plans (Determining the Present Values HTML 51K
of Benefit Obligations and Net Periodic Benefit
Costs) (Details)
107: R94 Retirement Plans (Health Care Cost Trend Rates for HTML 43K
Postretirement Health Plans) (Details)
108: R95 Retirement Plans (Schedule of Plan Asset HTML 79K
Allocation) (Details)
109: R96 Retirement Plans (Fair Values of Qualified Plan's HTML 84K
Assets) (Details)
110: R97 Retirement Plans (Contributions Expected to be HTML 55K
Paid in Next Fiscal Year and Projected Benefit
Payments) (Details)
111: R98 Share-Based Employee Compensation (Narrative) HTML 121K
(Details)
112: R99 Share-Based Employee Compensation (Components of HTML 56K
Share-Based Compensation Expense) (Details)
113: R100 Share-Based Employee Compensation (Summary of RSU HTML 60K
Activity) (Details)
114: R101 Share-Based Employee Compensation (Summary of HTML 62K
Stock Option Activity) (Details)
115: R102 Share-Based Employee Compensation (Summary of PSU HTML 59K
Activity) (Details)
116: R103 Share-Based Employee Compensation (Summary of RSA HTML 48K
Activity) (Details)
117: R104 Share-Based Employee Compensation (Summary of HTML 52K
Performance Share Award Activity) (Details)
118: R105 Stockholders' Deficit (Details) HTML 56K
119: R106 Average Shares Outstanding (Reconciliation of HTML 54K
Basic Weighted-Average Shares Outstanding to
Diluted Weighted-Average Shares Outstanding)
(Details)
120: R107 Commitments and Contingencies (Additional HTML 75K
Information) (Details)
121: R108 Supplemental Consolidated Cash Flow Information HTML 51K
(Additional Information Related to Cash Flows)
(Details)
122: R109 Supplemental Consolidated Financial Statement HTML 94K
Information (Schedule of Supplemental Consolidated
Balance Sheet Information) (Details)
123: R110 Subsequent Events (Details) HTML 43K
126: XML IDEA XML File -- Filing Summary XML 249K
124: XML XBRL Instance -- jack-20231001_htm XML 4.01M
125: EXCEL IDEA Workbook of Financial Report Info XLSX 266K
10: EX-101.CAL XBRL Calculations -- jack-20231001_cal XML 422K
11: EX-101.DEF XBRL Definitions -- jack-20231001_def XML 1.22M
12: EX-101.LAB XBRL Labels -- jack-20231001_lab XML 3.06M
13: EX-101.PRE XBRL Presentations -- jack-20231001_pre XML 1.98M
9: EX-101.SCH XBRL Schema -- jack-20231001 XSD 282K
127: JSON XBRL Instance as JSON Data -- MetaLinks 799± 1.22M
128: ZIP XBRL Zipped Folder -- 0000807882-23-000020-xbrl Zip 913K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Jack in the Box Inc., a Delaware corporation (the “Company”),
has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive Compensation that is received by Covered Officers of the Company under certain circumstances. Certain capitalized terms used in this Policy have the meanings given to such terms in Section 3 below.
This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder (“Rule 10D-1”)
and Nasdaq Listing Rule 5608 (the “Listing Standards”).
2.EFFECTIVE DATE
This Policy shall apply to all Incentive Compensation that is received by a Covered Officer on or after October 2, 2023 (the “Effective Date”). Incentive Compensation is deemed “received” in the Company’s fiscal period in which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.
3.DEFINITIONS
“Accounting
Restatement” means an accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Accounting Restatement Date” means the earlier to occur of (a) the date that the Board, a committee of the Board authorized to take such action, or the officer
or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Administrator” means the Compensation Committee or, in the absence of such committee, the
Board.
“Code” means the
U.S. Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.
“Covered Officer” means each current and former Executive Officer. “Exchange” means the Nasdaq Stock Market.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Executive Officer” means the
Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such
policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified pursuant to Item 401(b) of Regulation S-K promulgated under the Exchange Act.
“Financial Reporting Measures” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, (ii) Company stock price and (iii) total stockholder return (“TSR”).
A measure need not be presented in the Company’s financial statements or included in a filing with the SEC in order to be a Financial Reporting Measure.
“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition
period of at least nine months shall count as a completed fiscal year). Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to the Effective Date.
“Recoverable Incentive Compensation” means Incentive Compensation received by a Covered Officer during the Lookback Period that exceeds the amount of Incentive Compensation that would have been received had such amount been determined based on the Accounting Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regarding to tax withholdings and other deductions). For any compensation plans or programs that take into account Incentive Compensation, the amount of Recoverable Incentive Compensation for purposes of this Policy shall include, without limitation, the amount contributed to any
notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive Compensation that is based on stock price or TSR, where the Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Administrator will determine the amount of Recoverable Incentive Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive Compensation was received. The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange in accordance with the Listing Standards.
“SEC” means the U.S. Securities and
Exchange Commission.
4.RECOUPMENT
(a) Applicability of Policy. This Policy applies to Incentive Compensation received by a Covered Officer (i) after beginning services as an Executive Officer, (ii) who served as an Executive Officer at any time during the performance period for such Incentive Compensation, (iii) while the Company had a class of securities listed on a national securities exchange or a national securities association, and (iv) during the Lookback Period.
(b) Recoupment Generally. Pursuant to the provisions of this Policy, if there is an Accounting Restatement, the
Company must reasonably promptly recoup the full amount of the
Recoverable Incentive Compensation, unless the conditions of one or more subsections of Section 4(c) of this Policy are met and the Compensation Committee, or, if such committee does not consist solely of independent directors, a majority of the independent directors serving on the Board, has made a determination that recoupment would be impracticable. Recoupment is required regardless of whether the Covered Officer engaged in any misconduct and regardless of fault, and the Company’s obligation to recoup Recoverable Incentive Compensation is not dependent
on whether or when any restated financial statements are filed.
(c) Impracticability of Recovery. Recoupment may be determined to be impracticable if, and only if:
(i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of the applicable Recoverable Incentive Compensation; provided that, before concluding that it would be impracticable to recover any amount of Recoverable Incentive Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Recoverable Incentive Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange in accordance with the Listing Standards; or
(ii) recoupment
of the applicable Recoverable Incentive Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Code Section 401(a)(13) or Code Section 411(a) and regulations thereunder.
(d) Sources of Recoupment. To the extent permitted by applicable law, the Administrator shall, in its sole discretion, determine the timing and method for recouping Recoverable Incentive Compensation hereunder, provided that such recoupment is undertaken reasonably promptly. The Administrator may, in its discretion, seek recoupment from a Covered Officer from any of the following sources or a combination thereof, whether the applicable compensation was approved, awarded, granted, payable or paid
to the Covered Officer prior to, on or after the Effective Date: (i) direct repayment of Recoverable Incentive Compensation previously paid to the Covered Officer; (ii) cancelling prior cash or equity-based awards (whether vested or unvested and whether paid or unpaid); (iii) cancelling or offsetting against any planned future cash or equity-based awards; (iv) forfeiture of deferred compensation, subject to compliance with Code Section 409A; and (v) any other method authorized by applicable law or contract. Subject to compliance with any applicable law, the Administrator may effectuate recoupment under this Policy from any amount otherwise payable to the Covered Officer, including amounts payable to such individual under any otherwise applicable Company plan or program, e.g., base salary, bonuses or commissions and compensation previously
deferred by the Covered Officer. The Administrator need not utilize the same method of recovery for all Covered Officers or with respect to all types of Recoverable Incentive Compensation.
(e) No Indemnification of Covered Officers. Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement or provision of the Company’s certificate of incorporation or bylaws to the contrary, no Covered Officer shall be entitled to indemnification or advancement of expenses in connection with any enforcement of this Policy by the
Company, including paying or reimbursing such Covered Officer for insurance premiums to cover potential obligations to the Company under this Policy.
(f) Indemnification of Administrator. Any members of the Administrator, and any other members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be
indemnified by the
Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
(g) No “Good Reason” for Covered Officers. Any action by the Company to recoup or any recoupment of Recoverable Incentive Compensation under this Policy from a Covered Officer shall not be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to such Covered Officer, or (ii) to constitute a breach of a contract
or other arrangement to which such Covered Officer is party.
5.ADMINISTRATION
Except as specifically set forth herein, this Policy shall be administered by the Administrator. The Administrator shall have full and final authority to make any and all determinations required under this Policy. Any determination by the Administrator with respect to this Policy shall be final, conclusive and binding on all interested parties and need not be uniform with respect to each individual covered by this Policy. In carrying out the administration of this Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to applicable law,
the Administrator may authorize and empower any officer or employee of the Company to take any and all actions that the Administrator, in its sole discretion, deems necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
6.SEVERABILITY
If any provision of this Policy or the application of any such provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary
to render any such provision or application enforceable.
7.NO IMPAIRMENT OF OTHER REMEDIES
Nothing contained in this Policy, and no recoupment or recovery as contemplated herein, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against a Covered Officer arising out of or resulting from any actions or omissions by the Covered Officer. This Policy does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including, without limitation, termination
of employment and/or institution of civil proceedings. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer and to any other compensation recoupment policy (including but not limited to the Company’s Executive Compensation Recovery Policy effective May 9, 2008, as amended from time to time, as applicable) and/or similar provisions in any employment, equity plan, equity award, or other individual agreement, to which the Company is a party or which the Company
has adopted or may adopt and maintain from time to time; provided, however, that compensation recouped pursuant to this Policy shall not be duplicative of compensation recouped pursuant to SOX 304 or any such compensation recoupment policy and/or similar provisions in any such employment, equity plan, equity award, or other individual agreement except as may be required by law.
8.AMENDMENT; TERMINATION
The Administrator may amend, terminate or replace this Policy or any portion of this Policy at any time and from time to time in its sole discretion. The Administrator shall amend this
Policy as it deems necessary to comply with applicable law or any Listing Standard.
9.SUCCESSORS
This Policy shall be binding and enforceable against all Covered Officers and, to the extent required by Rule 10D-1 and/or the applicable Listing Standards, their beneficiaries, heirs, executors, administrators or other legal representatives.
10.REQUIRED FILINGS
The Company shall make any disclosures and filings with respect to this Policy that are required by law, including as required by the SEC.
* * * * *
JACK
IN THE BOX INC.
INCENTIVE COMPENSATION RECOUPMENT POLICY
FORM OF EXECUTIVE ACKNOWLEDGMENT
I, the undersigned, agree and acknowledge that I am bound by, and subject to, the Jack in the Box Inc. Incentive Compensation Recoupment Policy, as may be amended, restated, supplemented or otherwise modified from time to time (the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement, offer letter or other individual agreement with Jack in the Box Inc. (the “Company”) to which I am a party, or the terms of any compensation plan, program or agreement, whether or not written, under which any compensation has been granted, awarded, earned or paid to me, the
terms of the Policy shall govern.
In the event that the Administrator (as defined in the Policy) determines that any compensation granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. I further agree and acknowledge that I am not entitled to indemnification, and hereby waive any right to advancement of expenses, in connection with any enforcement of the Policy by the Company.
