Jacobs Solutions Files 8-K on Governance Changes

TL;DR

**Jacobs Solutions is changing its rules, potentially impacting shareholder power.**

AI Summary

Jacobs Solutions Inc. filed an 8-K on January 30, 2024, reporting an event from January 24, 2024, regarding amendments to its Articles of Incorporation or Bylaws and the submission of matters to a vote of security holders. This filing indicates potential changes to the company's governance structure, which could impact shareholder rights or the company's operational flexibility. Investors should pay attention to the details of these amendments as they could affect the long-term stability and decision-making processes of Jacobs Solutions Inc.

Why It Matters

Changes to a company's foundational documents like Articles of Incorporation or Bylaws can alter shareholder power, board structure, or even future strategic moves, directly impacting the value and risk profile of the stock.

Risk Assessment

Risk Level: medium — The risk is medium because while the filing indicates changes to governance, the specific details and their impact are not yet disclosed, creating uncertainty.

Analyst Insight

A smart investor would monitor subsequent filings from Jacobs Solutions Inc. for the specific details of the amendments to the Articles of Incorporation or Bylaws and the matters submitted for a security holder vote, as these could significantly impact corporate governance and shareholder rights.

Key Numbers

• 1-7463 — SEC File No. (Jacobs Solutions Inc.'s SEC file number)
• 0000052988 — Central Index Key (CIK) (Jacobs Solutions Inc.'s unique identifier with the SEC)
• 9/27 — Fiscal Year End (Jacobs Solutions Inc.'s fiscal year end date)

Key Players & Entities

• Jacobs Solutions Inc. (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of the earliest event reported
• January 30, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for Jacobs Solutions Inc.
• New York Stock Exchange (company) — exchange where Jacobs Solutions Inc. Common Stock is registered

Forward-Looking Statements

• Jacobs Solutions Inc. will provide further details on the specific amendments to its Articles of Incorporation or Bylaws in a subsequent filing or shareholder communication. (Jacobs Solutions Inc.) — high confidence, target: Q1 2024
• The 'Submission of Matters to a Vote of Security Holders' will likely involve proposals related to the reported amendments. (Security Holders) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $1 — hange on Which Registered Common Stock $1 par value J New York Stock Exchange I
• $0.29 — ayable to shareholders in the amount of $0.29 per share of the Company's common stock

Filing Documents

• j-20240124.htm (8-K) — 75KB
• exhibit31-jsicertificateof.htm (EX-3.1) — 7KB
• exhibit32-jegcertificateof.htm (EX-3.2) — 6KB
• 0000052988-24-000005.txt ( ) — 227KB
• j-20240124.xsd (EX-101.SCH) — 2KB
• j-20240124_lab.xml (EX-101.LAB) — 26KB
• j-20240124_pre.xml (EX-101.PRE) — 13KB
• j-20240124_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. At the 2024 Annual Meeting of Shareholders of Jacobs Solutions Inc. ("the Company") held on January 24, 2024 ("Annual Meeting"), the Company's shareholders approved (i) the amendment of the Company's Amended and Restated Certificate of Incorporation (the "Company Charter") to provide for senior officer exculpation (the "Officer Exculpation Amendment") and (ii) the amendment of the Amended and Restated Certificate of Incorporation (the "JEGI Charter") of Jacobs Engineering Group Inc. ("JEGI"), to remove a pass-through voting provision that requires the vote of the shareholders of the Company, in addition to the vote of the Company, as JEGI's sole shareholder, in order for JEGI to take certain actions (the "Pass-Through Voting Provision"). In connection therewith, on January 26, 2024, (i) the Company filed a certificate of amendment to the Company Charter with the Secretary of State of the State of Delaware (the "Secretary of State") to adopt the Officer Exculpation Amendment (the "Company Certificate of Amendment") and (ii) JEGI filed a certificate of amendment to the JEGI Charter with the Secretary of State to remove the Pass-Through Voting Provision (the "JEGI Certificate of Amendment"). The foregoing descriptions of the Company Certificate of Amendment and the JEGI Certificate of Amendment do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Company Certificate of Amendment and the JEGI Certificate of Amendment, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and each of which is incorporated herein by reference.

07 Submission of Matter to a Vote of Security Holders

Item 5.07 Submission of Matter to a Vote of Security Holders As described above, the Company held its Annual Meeting on January 24, 2024. At the Annual Meeting, shareholders (i) elected thirteen directors to serve on the Company's Board of Directors (the "Board") until the 2025 Annual Meeting of Shareholders (ii) approved, on an advisory basis, the Company's executive compensation; (iii) approved the amendment of the Company Charter to adopt the Officer Exculpation Amendment; (iv) approved the amendment of the JEGI Charter to remove the Pass-Through Voting Provision; and (v) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 27, 2024. For the advisory shareholder proposal requesting that the Board take all actions needed to adopt the same simple majority voting standard throughout the Company's organizational documents (the "Advisory Proposal"), neither the proponent of the proposal nor his authorized representative attended the Annual Meeting to properly present the proposal, as required by Rule 14a-8(h) under the Securities Exchange Act of 1934, as amended. Accordingly, the proposal was not considered or voted on at the Annual Meeting. The total number of shares of the Company's common stock entitled to vote at the Annual Meeting was 126,316,478, of which 108,600,210 shares, or 85.97%, were present in person, via the virtual meeting platform, or by proxy, constituting a quorum. The final voting results for each of the proposals properly submitted to a vote of the Company's shareholders at the Annual Meeting are set forth below. Proposal No. 1 : Election of Directors For Against Abstain Steven J. Demetriou 86,780,273 9,999,243 202,312 Christopher M.T. Thompson 93,334,141 3,438,536 209,151 Priya Abani 95,608,179 1,175,910 197,739 General Vincent K. Brooks 95,296,162 1,490,134 195,532 General Ralph E. Eberhart 93,148,232 3,629,262 204,33

01 Other Events

Item 8.01 Other Events Changes to Composition of Committees of the Board Effective as of January 24, 2024, the following changes were made to the composition of the standing Committees of the Board: Audit Committee : (i) Ms. Julie A. Sloat was added as a member of the Committee and (ii) Mr. Chris M.T. Thompson no longer serves as a member. ESG and Risk Committee : (i) Ms. Sloat was added as a member of the Committee and (ii) Ms. Georgette D. Kiser no longer serves as a member. Human Resource and Compensation : (i) Mr. Louis V. Pinkham was added as a member of the Committee and (ii) Mr. Ralph E. Eberhart no longer serves as a member. Nominating and Corporate Governance Committee: (i) Mr. Pinkham was added as a member of the Committee and (ii) Mr. Thompson no longer serves as a member. Dividend On January 25, 2024, the Board declared a quarterly cash dividend payable to shareholders in the amount of $0.29 per share of the Company's common stock. This represents an 11.5% increase in the quarterly dividend. This dividend will be paid on March 22, 2024 to shareholders of record as of the close of business on February 23, 2024. Future dividend payments are subject to review and approval by the Board. Advisory Proposal Although the Advisory Proposal was not properly presented to the Annual Meeting, as was outlined in Company's proxy statement, the Board and the Nominating and Governance Committee are nonetheless committed to undertaking a comprehensive review of the Company's current supermajority voting provisions.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: 3.1 Certificate of Amendment to Jacobs Solution Inc.'s Amended and Restated Charter. 3.2 Certificate of Amendment to Jacobs Engineering Group Inc.'s Amended and Restated Charter. 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 30, 2024 JACOBS SOLUTIONS INC. By: /s/ Claudia Jaramillo Claudia Jaramillo Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR