def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
JACK IN THE BOX INC.
(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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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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
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Fee paid previously with preliminary materials. |
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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. |
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Form, Schedule or Registration Statement No.: |
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JACK IN THE BOX INC.
August 20, 2007
Dear Stockholder:
A special meeting of the
stockholders of Jack in the Box Inc. will be held in
San Diego, California, on September 21, 2007. In the
following pages you will find information about the meeting as
well as a Proxy Statement.
If you plan to attend, please
indicate in the space provided on the enclosed proxy. Whether
you plan to attend the meeting or not, we encourage you to read
this Proxy Statement and vote your shares. Please sign, date and
return the enclosed proxy as soon as possible in the
postage-paid envelope provided, or if indicated on your proxy
card, vote by telephone or Internet. This will ensure
representation of your shares in the event that you are unable
to attend the meeting.
Sincerely,
Linda A. Lang
Chairman of the Board
JACK
IN THE BOX INC.
9330 Balboa
Avenue
San Diego, California 92123
To Be Held on September 21,
2007
To the
Stockholders of Jack in the Box Inc.:
The special meeting of stockholders of Jack in the Box Inc. will
be held at 2:00 p.m. on Friday, September 21, 2007, at
the Companys headquarters at 9330 Balboa Avenue,
San Diego, California.
The special meeting will be held to vote upon the following
proposals:
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1.
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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;
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2.
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To transact such other business as may properly come before the
special meeting or any adjournment or postponement thereof.
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The Board of Directors of Jack in the Box Inc. has adopted a
resolution stating the proposed amendment to the Jack in the Box
Inc. Restated Certificate of Incorporation, as amended, and
declaring its advisability. The Board of Directors has fixed
August 14, 2007, as the record date for determining the
stockholders entitled to notice of and to vote at the special
meeting and, consequently, only stockholders whose names
appeared on the Companys books as owning the
Companys common stock at the close of business on August
14, 2007, will be entitled to notice of and to vote at the
special meeting and any adjournment or postponement thereof.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL
MEETING IN PERSON. It is important that your shares of common
stock be represented and voted at the special meeting. Whether
or not you expect to attend the special meeting, please
complete, date, sign and return the enclosed proxy card as
promptly as possible in order to ensure your representation at
the special meeting. Should you receive more than one proxy card
because your shares of common stock are held in multiple
accounts or registered in different names or addresses, please
sign, date and return each proxy card to ensure that all of your
shares of common stock are voted. A postage-prepaid envelope is
enclosed for that purpose. You may also vote your proxy by
calling the toll-free telephone number shown on your proxy card
or by visiting the Internet website address shown on your proxy
card. Your proxy may be revoked at any time prior to the special
meeting. If you attend the special meeting and vote by ballot,
any proxy that you previously submitted will be revoked
automatically and only your vote at the special meeting will be
counted. However, if your shares of common stock are held of
record by a broker, bank or other nominee, your vote in person
at the special meeting will not be effective unless you have
obtained and present a proxy issued in your name from the record
holder.
By order of the Board of Directors,
Lawrence E. Schauf
Secretary
San Diego,
California
August 20, 2007
1
JACK
IN THE BOX INC.
9330 Balboa
Avenue
San Diego, California 92123
PROXY STATEMENT
SPECIAL MEETING OF
STOCKHOLDERS
SOLICITATION OF
PROXIES
The Board of Directors of Jack in the Box Inc., a Delaware
corporation (the Company, we,
us, and our) solicits your proxies for
the Special Meeting of Stockholders to be held at 2:00 p.m.
on Friday, September 21, 2007, at the Companys
headquarters, 9330 Balboa Avenue San Diego, California, and
at any postponements or adjournments of the meeting, for the
purposes set forth in the Notice of Special Meeting of
Stockholders (the Special Meeting). This Proxy
Statement and the enclosed form of proxy are being mailed to
stockholders on or about August 20, 2007.
We will pay for the cost of preparing, assembling and mailing
the Notice of Special Meeting of Stockholders, Proxy Statement
and form of proxy. Copies of solicitation materials will be
furnished to banks, brokerage houses, fiduciaries and custodians
holding in their names shares of common stock beneficially owned
by others to forward to such beneficial owners. We may reimburse
persons representing beneficial owners of common stock for their
costs of forwarding solicitation materials to such beneficial
owners. In addition to solicitation by mail, proxies may be
solicited personally, by telephone or other means by directors,
officers or employees of the Company, who will receive no
additional compensation for such services. In addition, we may
retain a proxy solicitor, to assist us in the solicitation of
proxies. We anticipate the cost of proxy solicitation would be
approximately $5,500 plus reasonable out-of-pocket expenses.
VOTING
INFORMATION
Only holders of record of common stock at the close of business
on August 14, 2007, (the Record Date) will be
entitled to notice of and to vote at the Special Meeting. At the
close of business on the Record Date, there were
30,869,195 shares of Jack in the Box Inc. common stock,
$.01 par value, outstanding, (excluding
11,758,028 shares of common stock held in treasury). The
Company treasury shares will not be voted. You are entitled to
one vote for each share you own on any matter that may be
properly presented for consideration and action by stockholders
at the meeting.
Quorum and Required Vote. The presence, in
person or by proxy, of the holders of at least a majority of the
total number of shares of Common Stock entitled to vote is
necessary to have a quorum at the Special Meeting. Abstentions
and broker non-votes (described below) are counted for the
purpose of determining whether a quorum is present. Abstentions
will have the same effect as a negative vote. If there are
insufficient votes to constitute a quorum at the time of the
Special Meeting, we may adjourn the Special Meeting to solicit
additional proxies. The affirmative vote of at least a majority
of the shares outstanding is required to approve the Amendment.
Broker Non-Votes. A broker
non-vote occurs when your broker submits a proxy card for
your shares but does not indicate a vote on a particular matter
because the broker has not received voting instructions from you
and does not have authority to vote on that matter without such
instructions. Under the rules of the New York Stock Exchange, if
your broker holds shares in your name and delivers this Proxy
Statement to you, the broker, in the absence of voting
instructions from you, is entitled to vote your shares on
Proposal 1 and other routine matters.
Voting and Revocability of Proxies. Your proxy
will be voted as you direct, either in writing or by telephone
or Internet. If you give no direction, your proxy will be voted
FOR the amendment to our Restated Certificate of
Incorporation. The enclosed proxy gives discretionary authority
as to any matters not specifically referred to therein. See
Other Business. The telephone and Internet voting
procedures, available only
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if you are a stockholder of record, are designed to authenticate
your identity, to allow you to vote your shares and to confirm
that your instructions have been properly recorded. The enclosed
proxy card sets forth specific instructions that you must follow
if you qualify to vote via telephone or Internet and wish to do
so. You may revoke your proxy at any time before it is voted at
the Special Meeting by filing a written notice of revocation
with the Secretary of the Company at our headquarters, 9330
Balboa Avenue, San Diego, California 92123, by filing a
duly executed written proxy bearing a later date or, if you
qualify, by a later proxy delivered using the telephone or
Internet voting procedures. Your proxy will not be voted if you
are present at the Special Meeting and elect to vote in person.
Attendance at the meeting will not, by itself, revoke a proxy.
PROPOSAL ONE
APPROVAL OF AN AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has determined that it is in our best
interest and in the best interest of our stockholders to amend
our Restated Certificate of Incorporation (as amended, the
Certificate of Incorporation) to increase the total
number of authorized shares of capital stock 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. The Board of
Directors unanimously approved the proposed amendment to the
Certificate of Incorporation, in substantially the form attached
hereto as Exhibit A (the Amendment), declared
it to be advisable and hereby seeks the approval of the
Amendment by our stockholders.
If the Amendment is approved by our stockholders, the Amendment
will become effective upon the filing of a certificate of
amendment with the Delaware Secretary of State, which filing is
expected to occur promptly after the Special Meeting.
Purpose and
Effects of the Amendment
The purpose of the Amendment is to increase the total number of
authorized shares of capital stock 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. On August 3, 2007, the Board of
Directors approved a
2-for-1
stock split of our common stock, effected in the form of a stock
dividend. The proposed increase in our authorized common stock
would provide us with sufficient authorized and unissued shares
of common stock to ensure consummation of the stock split,
effected in the form of a stock dividend, satisfy our
obligations under our benefit plans as well as for other
corporate purposes. Stockholder approval of a stock split
effected in the form of a stock dividend is not required under
Delaware law, is not being solicited by this Proxy Statement and
will not be solicited in the future in order to effect the stock
split of our common stock, effected in the form of a stock
dividend. We have no present plans, arrangements, commitments or
understandings with respect to the issuance of any of the
additional shares of common stock that will be authorized by
adoption of the Amendment.
The objective of a stock split, effected in the form of a stock
dividend, is to lower the market price of the common stock in
inverse proportion to the stock split, effected in the form of a
stock dividend. Such lower price will be expected to increase
the liquidity and broaden the marketability of the common stock
to a larger group of investors.
Upon the effectiveness of the stock split, effected in the form
of a stock dividend, each stockholder will receive, for each
share of common stock held by such stockholder on the record
date for the stock split, effected in the form of a stock
dividend, a dividend of one share of common stock. In
addition, our outstanding stock options, performance vested
stock awards, non-vested stock awards, non-management director
deferred stock equivalents, stock purchase rights and warrants,
if any, will be proportionately adjusted such that the number of
shares underlying these instruments will be doubled and the
exercise price, if any, will be halved. Upon the effectiveness
of the stock split, effected in the form of a stock dividend, we
will apply for listing of the additional shares of common stock
to be issued on the New York Stock Exchange.
If the Amendment is approved by our stockholders, each
stockholder of record as of the close of business on
October 2, 2007 shall receive one additional share of
common stock for each share of common stock held by them on that
date. The additional shares shall be distributed on or about
October 15, 2007, by our transfer agent, BNY Mellon Shareowner
Services.
3
As of the Record Date, there were 30,869,195 shares of
common stock outstanding and held by our stockholders,
(excluding, 11,758,028 shares of common stock held in
treasury). The Companys treasury shares will not be voted
and no stock dividend will be paid with respect to such treasury
shares in connection with the stock split, effected in the form
of a stock dividend. As a result of the
2-for-1
stock split, to be effected as a stock dividend on or about
October 15, 2007, and based on the number of outstanding shares
as of the Record Date, we estimate there will be approximately
61,738,390 shares of common stock issued and outstanding
and 8,410,894 shares of common stock reserved for employee
benefit plans and equity compensation plans. Therefore, we
estimate that effective on or about October 15, 2007, the total
shares of common stock issued and outstanding or reserved for
benefit and compensation plans will be approximately 70,149,284
compared to total authorized shares of common stock of
175,000,000.
Other possible business and financial uses for the additional
shares of common stock include, without limitation, future stock
splits, raising capital through the sale of common stock,
acquiring other companies, businesses or products in exchange
for shares of common stock, attracting and retaining employees
and non-employee directors by the issuance of additional
securities under our various equity compensation plans, and
other transactions and corporate purposes that the Board of
Directors deems are in our best interest. The additional
authorized shares will enable us to act quickly in response to
opportunities that may arise for these types of transactions, in
most cases without the necessity of obtaining further
stockholder approval and holding a special stockholders
meeting before such issuance(s) could proceed, except as
provided under Delaware law or under the rules of the New York
Stock Exchange. Other than the stock split, effected in the form
of a stock dividend, and potential issuances pursuant to
employee benefit plans and equity compensation plans, as of the
date of this Proxy Statement we have no current plans,
arrangements or understandings regarding the additional shares
that will be authorized pursuant to this proposal. However, we
review and evaluate potential capital-raising activities,
transactions and other corporate actions on an on-going basis to
determine if such actions would be in the best interests of us
and our stockholders.
Upon issuance, the additional shares of authorized common stock
will have rights identical to the currently outstanding shares
of common stock. Adoption of the Amendment will not have any
immediate dilutive effect on the proportionate voting power or
other rights of existing stockholders. The proposed stock split,
effected in the form of a stock dividend, will reduce our
earnings per share but will not affect voting rights of current
stockholders, as each stockholder will continue to hold the same
percentage interest in the Company. However, to the extent that
the additional authorized shares of common stock are issued in
the future outside of the proposed stock split, effected in the
form of a stock dividend, they may decrease existing
stockholders percentage equity ownership and, depending on
the price at which they are issued, could be dilutive to the
voting rights of existing stockholders and have a negative
effect on the market price of the common stock. Current
stockholders have no preemptive or similar rights, which means
that current stockholders do not have a prior right to purchase
any new issue of common stock in order to maintain their
proportionate ownership thereof.
We have not proposed the increase in the number of authorized
shares of common stock with the intention of using the
additional authorized shares for anti-takeover purposes, but we
will be able to use the additional shares to oppose a hostile
takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further
stockholder approval, the Board of Directors could sell shares
of common stock in a private transaction to purchasers who would
oppose a takeover or favor the current Board of Directors.
Although this proposal to increase the authorized number of
shares of common stock has been prompted by business and
financial considerations and not by the threat of any known or
threatened hostile takeover attempt, stockholders should be
aware that approval of this proposal could facilitate future
efforts by us to oppose changes in control of the Company and
perpetuate our management, including transactions in which the
stockholders might otherwise receive a premium for their shares
over then current market prices.
We could also use the additional shares of common stock for
potential strategic transactions including, among other things,
acquisitions, spin-offs, strategic partnerships, joint ventures,
restructurings, divestitures, business combinations and
investments, although we have no present plans to do so. We
cannot provide assurances that any such transactions will be
consummated on favorable terms or at all, that they will enhance
stockholder value or that they will not adversely affect our
business or the trading price of the common stock. Any such
transactions may require us to incur non-recurring or other
charges and may pose significant integration challenges
and/or
management and business disruptions, any of which could
materially and adversely affect our business and financial
results.
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The 2-for-1
stock split, effected as a stock dividend, should be a tax-free
distribution under the Internal Revenue Code of 1986, as
amended. The holding period of the new stock, for determining
whether capital gain or loss on a sale or exchange is long-term
or short-term, will include the period during which the
shareholder held the existing common stock. A stockholder who
receives a nontaxable distribution of stock must allocate the
basis of the stock, with respect to which the distribution is
made, between the old stock and the new stock in proportion to
the relative fair market values of each on the date of
distribution. This discussion should not be considered as tax or
investment advice, and the tax consequences of the stock split,
effected as a stock dividend, may not be the same for all
stockholders. Stockholders should consult their own tax advisors
regarding their individual federal, state, local and foreign tax
consequences.
THE BOARD OF
DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE FOR
PROPOSAL 1.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 8, 2007,
information with respect to beneficial ownership of voting
securities of the Company by (i) each person who is known
to us to be the beneficial owner of more than 5% of any class of
the Companys voting securities, (ii) each director of
the Company, (iii) each executive officer listed in the
Summary Compensation Table of our Proxy Statement for the Annual
Meeting of the Stockholders on February 16, 2007, and
(iv) all directors and executive officers of the Company as
a group. Each of the following stockholders has sole voting and
investment power with respect to shares beneficially owned by
such stockholder, except to the extent that authority is shared
with spouses under applicable law, or as otherwise noted.
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Number of
Shares
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of Common
Stock
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Percent of
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Name
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Beneficially
Owned(1)
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Class(1)
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Fidelity Investments(2)
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3,380,300
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7.7
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%
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Barclays Global Investors, N.A.(3)
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2,161,154
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4.9
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%
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Linda A. Lang
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156,150
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Paul L. Schultz
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129,354
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David M. Theno
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72,625
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*
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Jerry P. Rebel
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31,286
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*
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Lawrence E. Schauf
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50,000
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Michael E. Alpert
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31,700
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George Fellows
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9,200
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Murray H. Hutchison
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45,300
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Alice B. Hayes
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38,700
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Michael W. Murphy
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19,200
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Anne B. Gust
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44,200
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David M. Tehle
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20,700
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All directors and executive
officers as a group (15 persons)
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850,940
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1.2
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%
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5
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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. |
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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. |
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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. |
6
OTHER
BUSINESS
We are not aware of any other matters to come before the Special
Meeting. If any matter not mentioned herein is properly brought
before the Special Meeting, the persons named in the enclosed
proxy will have discretionary authority to vote all proxies with
respect thereto in accordance with their best judgment.
Pursuant to the Companys Bylaws, in order for a
stockholder to present business at the Annual Meeting or to make
nominations for election of a director, such matters must be
filed in writing with the Secretary of the Company in a timely
manner. To be timely, a stockholders notice to present
business at the Annual Meeting or to make nominations for the
election of a director must be delivered to the principal
executive offices of the Company not less than one hundred
twenty (120) days in advance of the first anniversary of
the date that the Companys Proxy Statement was first
released to stockholders in connection with the previous
years Annual Meeting, except if the date of the annual
meeting is more than thirty (30) calendar days earlier than
the date contemplated at the time of the previous years
Proxy Statement, notice must be received not later than the
close of business on the tenth
(10th)
day following the day on which the date of the Annual Meeting is
publicly announced. Such notices shall set forth, as to the
stockholder giving notice, the stockholders name and
address as they appear on the Companys books, and the
class and number of shares of the Company which are beneficially
owned by such stockholder. Additionally, (i) with respect
to a stockholders notice regarding a nominee for director,
such notice shall set forth, as to each person whom the
stockholder proposes to nominate for election or re-election as
a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for
election of directors pursuant to the Securities Exchange Act of
1934, as amended (including such persons written consent
to being named in the Proxy Statement as a nominee and to
serving as a director if elected); and (ii) with respect to
a notice relating to a matter the stockholder proposes to bring
before the Annual Meeting, a brief description of the business
desired to be brought before the meeting and any material
interest of the stockholder in such business.
The Nominating and Governance Committee considers suggestions
from many sources, including stockholders, regarding possible
candidates for director. In order for stockholder suggestions
regarding possible candidates for director to be considered by
the Nominating and Governance Committee, such information should
be provided to the Committee in writing at least one hundred
twenty (120) days prior to the date of the next scheduled
Annual Meeting. Stockholders should include in such
communications the name and biographical data of the individual
who is the subject of the communication and the
individuals relationship to the stockholder.
Stockholders may send any recommendations for director nominees
or other communications to the Board of Directors or any
individual or group of directors at the following address. All
communications received are reported to the Board or the
individual directors:
Board of Directors (or specified directors)
c/o Corporate
Secretary
JACK IN THE BOX INC.
9330 Balboa Avenue
San Diego, CA 92123
A copy of the Companys Annual Report on
Form 10-K
for the fiscal year ended October 1, 2006, as filed with
the SEC, excluding exhibits, may be obtained by stockholders
without charge by written request sent to the above address or
may be accessed on the Internet at:
http://www.jackinthebox.com.
7
EXHIBIT A
FORM OF CERTIFICATE OF AMENDMENT OF THE RESTATED
CERTIFICATE OF
INCORPORATION OF JACK IN THE BOX INC.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
JACK IN THE BOX INC.,
A DELAWARE CORPORATION
Jack in the Box Inc., a corporation organized and existing under
and by virtue of the laws of State of Delaware (the
Corporation), pursuant to the provisions of the
General Corporation Law of State of Delaware (the
DGCL), DOES HEREBY CERTIFY that:
FIRST: The Board of Directors of the
Corporation adopted resolutions effective as of August 3,
2007 setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be
advisable and proposing that said amendment be submitted to the
stockholders of the Corporation for their consideration and
approval. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that, subject to approval by the Corporations
stockholders, Section A of Article IV of the
Corporations Certificate of Incorporation be amended in
its entirety as follows:
The total number of shares which the Corporation shall have
authority to issue is one hundred ninety million
190,000,000 shares, consisting of one hundred seventy-five
million 175,000,000 shares of Common Stock, par value of
$0.01 per share (the Common Stock), and fifteen
million 15,000,000 shares of Preferred Stock, par value
$0.01 per share (the Preferred Stock).
SECOND: This Certificate of Amendment to the
Certificate of Incorporation of the Corporation has been duly
adopted in accordance with the provisions of Sections 228
and 242 of the DGCL.
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
undersigneds 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 the meeting. 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
undersigneds 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 Stockholders
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) |