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): July 28, 2009
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JACK IN THE BOX INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9390 95-2698708
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
9330 BALBOA AVENUE, SAN DIEGO, CA 92123
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(Address of principal executive offices) (Zip Code)
(858) 571-2121
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[] 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))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
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YEAR
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On July 28, 2009, the Board of Directors of Jack in the Box Inc. (the "Company")
adopted, effective immediately, Amended and Restated By-Laws of the Company (the
"By-Laws") with changes including the following: Sections 2.11 and 3.16 change
the time periods during which a stockholder may submit notice of (i) a
nomination for director and (ii) notice of business to be brought before the
annual meeting, and provide more specificity in the description of information
that must be included in the notices; Section 2.11 now covers submission of
notice of proposals for amendments to the By-Laws, and Section 8.07 "Amendments"
is revised accordingly; Section 3.16 now requires director nominees to complete
a questionnaire and representation and agreement regarding their background,
voting commitments and compensation arrangements, and to affirm their commitment
to abide by the Company's governance policies and guidelines; Section 3.09 is
modified to make the procedures for providing notice for special meetings of the
board of directors consistent with Section 8.05 "Notices," and; the provisions
of Article VII "Indemnification" have been updated for changes in applicable
law. The By-Laws replace the Company's previous by-laws in their entirety.
A copy of the By-Laws is attached hereto as Exhibit 3.2 and incorporated herein
by reference. The foregoing summary information regarding amendments to the
By-Laws is not complete and is qualified in its entirety by reference to the
full text of the By-Laws
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
The following exhibit is filed as part of this report:
Exhibit
No. Description
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3.2 Amended and Restated By-Laws of Jack in the Box Inc.
SIGNATURES
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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.
By: JERRY P. REBEL
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Jerry P. Rebel
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Signatory)
Date: July 30, 2009