Bylaw Amendment · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 26, 2021 Jacobs Engineering Group Inc. (Exact name of Registrant as specified in its charter) Delaware 1-7463   95-4081636 (State or other jurisdiction of incorporation or organization) (SEC File No.)   (IRS Employer identification number)       1999 Bryan Street Suite 1200 Dallas Texas 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number (including area code): ( 214 ) 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 Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock $1 par value J 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 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. Item 9.01 Financial Statements and Exhibits (d) Exhibits: 3.1 Amended and Restated Bylaws, dated as of January 27, 2021 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         JACOBS ENGINEERING GROUP INC.     By: /s/ Kevin C. Berryman   Kevin C. Berryman   President   and Chief Financial Officer (Principal Financial Officer)