Jacobs Solutions Inc. Files 8-K on Fiscal Year and Shareholder Matters
Ticker: J · Form: 8-K · Filed: Feb 3, 2025 · CIK: 52988
Sentiment: neutral
Topics: reporting, corporate-governance
TL;DR
Jacobs Solutions confirms fiscal year end, files exhibits.
AI Summary
On January 29, 2025, Jacobs Solutions Inc. filed an 8-K report detailing a change in its fiscal year end from September 26 to September 26, which appears to be a confirmation rather than a change. The filing also noted the submission of matters to a vote of security holders and the filing of financial statements and exhibits.
Why It Matters
This filing provides updates on the company's reporting structure and governance, which are important for investors tracking financial performance and corporate actions.
Risk Assessment
Risk Level: low — The filing primarily concerns administrative and reporting matters, with no immediate indication of significant financial or operational risks.
Key Players & Entities
- Jacobs Solutions Inc. (company) — Registrant
- January 29, 2025 (date) — Date of earliest event reported
- September 26 (date) — Fiscal year end
FAQ
What is the primary purpose of this 8-K filing for Jacobs Solutions Inc.?
The primary purpose is to report a change in its fiscal year end, the submission of matters to a vote of security holders, and the filing of financial statements and exhibits.
When was the earliest event reported in this filing?
The earliest event reported was on January 29, 2025.
What is the stated fiscal year end for Jacobs Solutions Inc.?
The stated fiscal year end is September 26.
What specific items are being reported under the 8-K filing?
The filing covers amendments to articles of incorporation or bylaws, change in fiscal year, submission of matters to a vote of security holders, and financial statements and exhibits.
In which state is Jacobs Solutions Inc. incorporated?
Jacobs Solutions Inc. is incorporated in Delaware.
Filing Stats: 1,199 words · 5 min read · ~4 pages · Grade level 12.5 · Accepted 2025-02-03 17:26:34
Key Financial Figures
- $1 — hange on Which Registered Common Stock $1 par value J New York Stock Exchange I
Filing Documents
- j-20250129.htm (8-K) — 73KB
- exhibit31-jsixcertificateo.htm (EX-3.1) — 10KB
- exhibit32restatedcertifica.htm (EX-3.2) — 33KB
- exhibit33-jsiarbylaws.htm (EX-3.3) — 187KB
- 0000052988-25-000011.txt ( ) — 491KB
- j-20250129.xsd (EX-101.SCH) — 2KB
- j-20250129_lab.xml (EX-101.LAB) — 23KB
- j-20250129_pre.xml (EX-101.PRE) — 13KB
- j-20250129_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 2025 Annual Meeting of Shareholders of Jacobs Solutions Inc. ("the Company") held on January 29, 2025 (the "Annual Meeting"), the Company's shareholders approved five separate amendments to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to remove the supermajority voting requirements required for (i) changes to the authorized number of shares of preferred stock; (ii) bylaws amendments; (iii) certain significant transactions; (iv) certain Charter amendments; and (v) certain voluntary reorganizations (collectively, the "Supermajority Amendments"). The Company's Board of Directors had previously approved the Supermajority Amendments, conditioned upon receipt of shareholder approval at the Annual Meeting. On January 29, 2025, the Company filed a certificate of amendment to the Charter with the Secretary of State of the State of Delaware (the "Secretary of State") to adopt the Supermajority Amendments (the "Certificate of Amendment"). Thereafter, on January 30, 2025, the Company filed a Restated Certificate of Incorporation (the "Restated Charter") with the Secretary of State reflecting the incorporation of the Supermajority Amendments. The Company also amended and restated its bylaws on January 29, 2025 (the "Amended and Restated Bylaws") to reflect shareholder approval of the Supermajority Amendment regarding bylaw amendments. The foregoing descriptions of the Certificate of Amendment, the Restated Charter and the Amended and Restated Bylaws do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Certificate of Amendment, the Restated Charter and the Amended and Restated Bylaws, which are filed as Exhibit 3.1, Exhibit 3.2, and Exhibit 3.3, respectively, to this Current Report on Form 8-K, 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 29, 2025. At the Annual Meeting, shareholders voted on eight proposals that are described in detail in the proxy statement for the Annual Meeting. Shareholders (i) elected ten directors to serve on the Company's Board of Directors (the "Board") until the Company's 2026 Annual Meeting of Shareholders; (ii) approved, on an advisory basis, the Company's executive compensation; (iii) approved five separate amendments to the Charter to adopt the Supermajority Amendments; and (iv) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 26, 2025. The total number of shares of the Company's common stock entitled to vote at the Annual Meeting was 124,017,105, of which 107,240,691 shares, or 86.47%, 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 Robert V. Pragada 92,617,347 2,624,148 160,426 Louis V. Pinkham 95,042,982 189,219 169,720 Priya Abani 94,984,458 247,577 169,886 Michael Collins 95,073,017 163,750 165,154 Manny Fernandez 94,668,845 568,004 165,072 Mary M. Jackson 95,080,284 159,737 161,900 Georgette D. Kiser 91,206,496 4,035,916 159,509 Robert A. McNamara 94,409,591 829,606 162,724 Peter J. Robertson 86,791,966 8,443,837 166,118 Julie A. Sloat 94,786,594 454,262 161,065 There were 11,838,770 broker non-votes in the election of directors. Proposal No. 2 : Advisory Vote to Approve the Company's Executive Compensation For Against Abstain 92,080,964 2,683,204 637,753 There were 11,838,770 broker non-votes on the proposal. Proposal No. 3 : Vote to Approve the Amen
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 Jacobs Solutions Inc. Restated Certificate of Incorporation 3.3 Jacobs Solutions Inc. Amended and Restated Bylaws, dated as of January 29, 2025 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: February 3, 2025 JACOBS SOLUTIONS INC. By: /s/ Venk Nathamuni Venk Nathamuni President Chief Financial Officer (Principal Financial Officer)