Current Report — Form 8-K Filing Table of Contents
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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 109K
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(State
or other jurisdiction of incorporation or organization)
(SEC File No.)
(IRS Employer
identification number)
i1999
Bryan Street
iSuite 1200
iDallas
iTexas
i75201
(Address
of principal executive offices)
(Zip Code)
Registrant's telephone number (including area code): (i214) i583-8500
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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).
i☐
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.
Item 5.07
Submission
of Matter to a Vote of Security Holders
On January 26, 2021, the Company held its annual meeting of shareholders, at which the following items were voted upon:
Proposal No. 1: Election of Directors
For
Against
Abstain
Steven
J. Demetriou
103,054,655
2,767,875
51,745
Christopher M.T. Thompson
105,651,020
109,271
113,984
General Vincent K. Brooks
105,248,758
549,386
76,131
Robert C. Davidson, Jr.
103,165,616
2,625,934
82,725
General
Ralph E. Eberhart
104,947,679
847,158
79,438
Manny Fernandez
105,276,321
493,381
104,573
Georgette D. Kiser
102,685,400
2,938,999
249,876
Linda Fayne Levinson
103,208,341
2,256,133
409,801
Barbara
l. Loughran
104,967,992
835,544
70,739
Robert A. McNamara
104,937,189
856,260
80,826
Peter J. Robertson
103,488,616
2,270,593
115,066
There were 10,485,703 broker non-votes in the election of directors.
Proposal No.
2: Advisory Vote to Approve the Company’s Executive Compensation
For
Against
Abstain
103,179,162
2,210,457
484,656
There were 10,485,703 broker non-votes on the proposal.
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
For
Against
Abstain
109,377,400
6,847,355
135,223
There
were no broker non-votes on the proposal.
Item 8.01
Other Events
Changes to Committee Composition
Effective as of January 26, 2021, the following changes were made to the composition of the Committees of the Board:
•Audit
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.
Dividend
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.
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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.
