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.
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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.
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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
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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.
Dated: January 27, 2023
JACOBS SOLUTIONS INC.
By: /s/ Kevin C. Berryman
Kevin C. Berryman
President and Chief Financial Officer
(Principal Financial Officer)
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