Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 109K
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On January 26, 2021, the Board of Directors (the "Board") of Jacobs Engineering Group Inc. (the "Company") amended and restated the Company's Bylaws (the “Amended and Restated Bylaws”), effective as
of January 27, 2021, to amend Article III, Section 2 thereof to decrease the number of authorized directors from twelve (12) to eleven (11) to eliminate a vacancy created by the retirement of Mr. Joseph R. Bronson from the Board. The foregoing summary is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
of Matter to a Vote of Security Holders
There were 10,485,703 broker non-votes in the election of directors.
2: Advisory Vote to Approve the Company’s Executive Compensation
There were 10,485,703 broker non-votes on the proposal.
No. 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending October 1, 2021
were no broker non-votes on the proposal.
Changes to Committee Composition
Effective as of January 26, 2021, the following changes were made to the composition of the Committees of the Board:
Committee: (i) Mr. Bronson retired from the Board and will no longer serve as a member or Chair of the Audit Committee, (iii) Ms. Barbara L. Loughran has succeeded Mr. Bronson as Chair of the Audit Committee, and (iii) Ms. Georgette D. Kiser was added as a member.
•Human Resource and Compensation Committee: (i) Gen. Vincent K Brooks and Mr. Manny Fernandez were added as members, and (ii) Ms. Loughran will no longer serve as a member.
•Nominating and Corporate Governance Committee: (i) Gen. Brooks was added as a member, and (ii) Ms. Kiser will no longer serve as a member.
On January 27, 2021, the
Board declared a quarterly cash dividend payable to shareholders in the amount of $0.21 per share of the Company’s common stock. This represents an 11% increase in the quarterly dividend. This dividend will be paid on March 26, 2021 to shareholders of record as of the close of business on February 26, 2021. Future dividend payments are subject to review and approval by the Board.