Jack in the Box (NYSE: JACK) cuts requested 2023 plan shares to 1.9M

Rhea-AI Filing Summary

Jack in the Box Inc. filed an amendment dated February 20, 2026 that revises Proposal Four in its definitive proxy statement dated January 21, 2026. The amendment reduces the requested additional share reserve under the 2023 Omnibus Incentive Plan from 2,260,000 shares to 1,900,000 shares, subject to adjustment for certain changes in our capitalization. If shareholders approve Proposal Four at the company’s Annual Meeting on February 27, 2026, the aggregate cap on shares issuable under the 2023 Plan will consist of (i) 2,500,000 shares previously approved, (ii) the additional 1,900,000 shares requested in Proposal Four, and (iii) the Prior Plan Returning Shares, and the total will not exceed 4,415,898 shares. The Board recommends a vote FOR Proposal Four.

Insights

Compensation & Governance Analyst

Reducing requested share reserve lowers potential dilution compared with the original request.

The amendment narrows the additional shares requested for the 2023 Omnibus Incentive Plan from 2,260,000 to 1,900,000, and reiterates the Board’s recommendation to approve the plan amendment at the February 27, 2026 Annual Meeting. The requested increase remains "subject to adjustment for certain changes in our capitalization," a standard qualifier that preserves technical flexibility.

Practical implications hinge on shareholder approval at the Annual Meeting; if approved, the plan cap "will not exceed 4,415,898 shares." Subsequent filings may report the exact aggregate if the Prior Plan Returning Shares change prior to the meeting.

0000807882DEFR14AFALSE00008078822024-09-302025-09-28

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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

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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.

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

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

____________________________________________________________________________________________________________

AMENDMENT TO THE PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS OF

JACK IN THE BOX INC.

TO BE HELD ON FEBRUARY 27, 2026

This amendment, dated February 20, 2026 (which we refer to as this “amendment”), amends and supplements the definitive proxy statement, dated January 21, 2026, filed with the Securities and Exchange Commission (the “Proxy Statement”) filed by Jack in the Box Inc. (the “Company”). The Proxy Statement relates to the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The Annual Meeting will be held on February 27, 2026, at 8:30 a.m., Pacific Time. The Annual meeting will be held virtually at www.cesonlineservices.com/jack26_vm. Terms used in this amendment that are not defined have the meanings given to them in the Proxy Statement.

In Proposal Four of the Proxy Statement, the Company is seeking shareholder approval of amendments to its 2023 Omnibus Incentive Plan (the “2023 Plan”) to increase the aggregate number of shares of the Common Stock that may be issued under the 2023 Plan by 2,260,000 shares, subject to adjustment for certain changes in our capitalization.

As described below, the Company has determined to reduce the requested number of shares to be added to the share reserve, from 2,260,000 shares to 1,900,000 shares.

Except as specifically stated in this amendment, the information set forth in the Proxy Statement remains unchanged. If information in this amendment differs from or updates information contained in the Proxy Statement, then the information in this amendment is more current and supersedes the different information contained in the Proxy Statement. THIS AMENDMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

Additional Information Regarding Proposal Four

Pursuant to this amendment, we are reducing the requested number of additional shares to be added to the 2023 Plan share reserve, from 2,260,000 shares to 1,900,000 shares. As a result of this change, if Proposal Four is approved by our shareholders, the aggregate number of shares of Common Stock that may be issued under the 2023 Plan will not exceed the sum of (i) 2,500,000 shares (which were approved at our 2023 Annual Meeting of Shareholders); (ii) an additional 1,900,000 shares that are subject to approval by our shareholders under this Proposal Four; and (iii) the Prior Plan Returning Shares, as such shares become available from time to time, as further described in Proposal Four of the Proxy Statement. The actual sum of (i), (ii) and (iii) will not be known until the time of the 2026 Annual Meeting, but will not exceed 4,415,898 shares.

We have made no other changes to the 2023 Plan or the amendment to the 2023 Plan contemplated by Proposal Four.

ON PROPOSAL FOUR, APPROVAL OF THE AMENDMENT TO THE JACK IN THE BOX INC. 2023 OMNIBUS INCENTIVE PLAN, THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

If you have already returned your WHITE proxy card or voted over the Internet or by telephone, you do not need to vote again unless you wish to change your vote. Your vote will be tabulated as you instructed. If you have not yet voted, please do so as soon as possible by following the instructions in the Proxy Statement. If you have already returned your proxy card or already voted over the Internet or by telephone and wish to change your vote, you may do so by following the instructions in the Proxy Statement.

For information on voting in connection with the Annual Meeting, including changing a prior vote, please refer to the Proxy Statement as filed on January 21, 2026.

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If you have any questions or require any assistance with voting your shares, or if you need additional copies of the Company’s proxy materials, please contact our proxy solicitor, Innisfree.

Shareholders May Call:

(877) 750-8198 (toll-free from the U.S. and Canada), or

+1 (412) 232-3651 (from other countries)

FAQ

What change did JACK make to Proposal Four in its proxy amendment?

The amendment reduces the additional share request under the 2023 Plan from 2,260,000 to 1,900,000 shares. It otherwise leaves the proposed amendment terms unchanged and reiterates the Board’s recommendation to vote FOR Proposal Four.

How many total shares could be issuable under JACK's 2023 Omnibus Incentive Plan if approved?

If approved, the aggregate maximum will include 2,500,000 shares previously approved, the additional 1,900,000 shares requested, plus Prior Plan Returning Shares, and "will not exceed 4,415,898 shares."

When and how will JACK shareholders vote on the amended Proposal Four?

Shareholders will vote at the virtual Annual Meeting on February 27, 2026 at 8:30 a.m. Pacific Time via www.cesonlineservices.com/jack26_vm. The Board recommends a vote FOR Proposal Four.

Does this amendment change other terms of the 2023 Plan?

No. The amendment states that other than reducing the additional share amount to 1,900,000 shares, there are no other changes to the 2023 Plan or the amendment described in Proposal Four.

How can shareholders get help voting or obtain more proxy materials?

Shareholders needing assistance or additional copies can contact the proxy solicitor, Innisfree, at (877) 750-8198 (U.S./Canada toll-free) or +1 (412) 232-3651 (other countries) for voting support and materials.