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Jacobs Engineering Group Inc/DE – ‘8-K’ for 1/26/21

On:  Thursday, 1/28/21, at 2:48pm ET   ·   For:  1/26/21   ·   Accession #:  52988-21-6   ·   File #:  1-07463

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  As Of               Filer                 Filing    For·On·As Docs:Size

 1/28/21  Jacobs Engineering Group Inc/DE   8-K:5,8,9   1/26/21   13:382K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     43K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML    109K 
 9: R1          Cover Page                                          HTML     49K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- j-20210126_htm                      XML     23K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- j-20210126_cal                  XML      7K 
 5: EX-101.DEF  XBRL Definitions -- j-20210126_def                   XML      9K 
 6: EX-101.LAB  XBRL Labels -- j-20210126_lab                        XML     73K 
 7: EX-101.PRE  XBRL Presentations -- j-20210126_pre                 XML     36K 
 3: EX-101.SCH  XBRL Schema -- j-20210126                            XSD     11K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
13: ZIP         XBRL Zipped Folder -- 0000052988-21-000006-xbrl      Zip     39K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX:   C:  C: 
 i 0000052988 i false i 10/0100000529882021-01-262021-01-26

Washington, DC 20549
Form  i 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):  i January 26, 2021
 i Jacobs Engineering Group Inc.
(Exact name of Registrant as specified in its charter)
 i Delaware
 i 1-7463
 i 95-4081636
(State or other jurisdiction of incorporation or organization)
(SEC File No.)
(IRS Employer
identification number)
 i 1999 Bryan Street
 i Suite 1200
 i Dallas
 i Texas
 i 75201
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number (including area code): ( i 214)  i 583-8500
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:
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
 i Common Stock$1 par value i J i New York Stock Exchange
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.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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

Steven J. Demetriou103,054,6552,767,87551,745
Christopher M.T. Thompson105,651,020109,271113,984
General Vincent K. Brooks105,248,758549,38676,131
Robert C. Davidson, Jr.103,165,6162,625,93482,725
General Ralph E. Eberhart104,947,679847,15879,438
Manny Fernandez105,276,321493,381104,573
Georgette D. Kiser102,685,4002,938,999249,876
Linda Fayne Levinson103,208,3412,256,133409,801
Barbara l. Loughran104,967,992835,54470,739
Robert A. McNamara104,937,189856,26080,826
Peter J. Robertson103,488,6162,270,593115,066

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


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


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.

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.

Item 9.01Financial Statements and Exhibits
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.
Dated: January 28, 2021
By:/s/ Kevin C. Berryman
 Kevin C. Berryman
 and Chief Financial Officer
(Principal Financial Officer)

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:1/28/21
For Period end:1/26/21DEF 14A
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