Executive Change · 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 24, 2023     Jacobs Solutions Inc. (Exact name of Registrant as specified in its charter)       Delaware   1-7463   88-1121891 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At the 2023 Annual Meeting of Shareholders of Jacobs Solutions Inc. (“the Company”) held on January 24, 2023, (the “Annual Meeting”), the Company’s shareholders approved the amendment and restatement of the Jacobs Solutions Inc. 1999 Stock Incentive Plan (as so amended and restated, the “Amended Plan”). The Amended Plan was approved by the Company’s Board of Directors (the “Board”) on November 17, 2022, subject to the approval of the Company’s shareholders, and became effective with such shareholder approval on January 24, 2023. Upon such approval, the Amended Plan, among other things, extended the term of the plan for an additional ten years, revised the share counting provision so that “full value” awards (i.e. awards other than stock options or stock appreciation rights) granted after January 24, 2023 will count against the share reserve on a 1:1 basis, and made certain other clarifying and administrative changes, including clarifying that all awards are subject to a one-year minimum vesting period and changing the name of the plan to the “Jacobs Solutions Inc. 2023 Stock Incentive Plan”. For a description of the material terms of the Amended Plan, see “Proposal 4” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 13, 2022 (the “Proxy Statement”). The foregoing description of the Amended Plan is qualified in its entirety by reference to the text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.   Item 5.07 Submission of Matter to a Vote of Security Holders As described above, the Company held its Annual Meeting on January 24, 2023, The Company’s shareholders voted on five proposals that are described in detail in the Proxy Statement. Set forth below are the matters the stockholders voted on and the final voting results. Proposal No.  1 : Election of Directors        For      Against      Abstain   Steven J. Demetriou      97,517,690        3,489,535        88,939   Christopher M.T. Thompson      97,273,064        3,723,699        99,401   Priya Abani      99,358,629        1,638,399        99,136   General Vincent K. Brooks      98,453,629        2,540,235        102,300   General Ralph E. Eberhart      89,538,445        11,453,118        104,601   Manny Fernandez      99,878,667        1,119,380        98,117   Georgette D. Kiser      98,658,120        2,334,643        103,401   Barbara l. Loughran      100,233,942        771,099        91,123   Robert A. McNamara      100,176,430        560,092        359,642   Robert V. Pragada      100,586,781        419,484        89,899   Peter J. Robertson      92,632,560        8,344,315        119,289   There were 9,918,811 broker non-votes in the election of directors. Proposal No.  2 : Advisory Vote to Approve the Company’s Executive Compensation   For   Against   Abstain 96,761,475   3,994,902   339,787 There were 9,918,811 broker non-votes on the proposal. Proposal No.  3 : Advisory Vote on the Frequency of Advisory Votes on the Company’s Executive Compensation   1 Year   2 Years   3 Years   Abstain 99,516,384   118,044   1,344,981   116,755 There were 9,918,811 broker non-votes on the proposal. Proposal No.  4 : Vote to Approve the Amendment and Restatement of the Company’s 1999 Stock Incentive Plan   For   Against   Abstain 97,352,385   3,572,245   171,534 There were 9,918,811 broker non-votes on the proposal. Proposal No.  5 : Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending September 29, 2023   For   Against   Abstain 107,808,413   3,055,736   150,826 There were no broker non-votes on the proposal.   Item 8.01 Other Events Completion of CEO Succession Plan As previously announced, Bob Pragada has assumed the role of Chief Executive Officer of the Company, effective January 24, 2023. In addition, as described above under Item 5.07, at the Company’s Annual Meeting held on January 24, 2023, Mr. Pragada was elected by the Company’s shareholders to serve as a member of the Board. Changes to Composition of Committees of the Board Effective as of January 24, 2023, Ms. Priya Abani was added as a member of the Audit Committee. Share Repurchase Authorization On January 25, 2023, the Board authorized an incremental $1 billion share repurchase program. The duration of the new share repurchase program is three years. The exact number of shares, the timing and method of such purchases and the price and terms at and on which such purchases are made will be determined from time to time at the discretion of the Company and there can be no assurance of repurchases, as they depend upon a variety of factors including changes in market conditions and economic circumstances, availability of investment opportunities, uncertainties relating to the availability and costs of our financing needs in the future, currency fluctuations, the market price of the Company’s common stock and the suspension or discontinuation of the share repurchase program, among others. The new share repurchase program replaces the Company’s prior share repurchase program. The program may be suspended or discontinued at any time. Dividend On January 25, 2023, the Board declared a quarterly cash dividend payable to shareholders in the amount of $0.26 per share of the Company’s common stock. This represents an13% increase in the quarterly dividend. This dividend will be paid on March 24, 2023 to shareholders of record as of the close of business on February 24, 2023. Future dividend payments are subject to review and approval by the Board. Item 9.01 Financial Statements and Exhibits (d) Exhibits:   10.1    Jacobs Solution Inc. 2023 Stock Incentive Plan, as amended and restated effective January 24, 2023 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 27, 2023   JACOBS SOLUTIONS INC. By:   /s/ Kevin C. Berryman   Kevin C. Berryman   President and Chief Financial Officer (Principal Financial Officer)