Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 17, 2018

 

 

JACOBS ENGINEERING GROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-7463   95-4081636

(State of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1999 Bryan Street, Suite 1200, Dallas, Texas 75201

(Address of principal executive offices) (Zip Code)

(214) 583-8500

(Registrant’s telephone number, including area code)

 

 

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))

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.

As previously reported, on December 18, 2017, the board of directors (the “Board”) of Jacobs Engineering Group Inc. (the “Company”) increased the number of directors from ten to eleven and appointed Barry L. Williams to fill such newly created vacancy. On January 18, 2018, the Board appointed Mr. Williams to serve on the Audit Committee of the Board. The Board determined that Mr. Williams is “financially literate” as required by the New York Stock Exchange (“NYSE”), as such qualification is interpreted by the Board in its business judgment. The Board previously determined that Mr. Williams is an independent director under the corporate governance standards of the NYSE and the Company’s guidelines for determining independence.

Additionally, on January 18, 2018, the Board appointed Robert A. McNamara to serve on the Nominating and Corporate Governance Committee of the Board.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 17, 2018, the Company held its annual meeting of shareholders, at which the following items were voted upon:

Proposal No. 1: Election of Directors

 

Nominee

   For      Against      Abstain  

Joseph R. Bronson

     88,933,257        3,163,687        65,332  

Juan José Suárez Coppel

     91,471,541        561,817        128,918  

Robert C. Davidson, Jr.

     89,405,143        2,694,680        62,453  

Steven J. Demetriou

     90,923,503        1,003,413        235,360  

General Ralph E. Eberhart

     90,705,802        1,327,780        128,694  

Dawne S. Hickton

     91,775,385        259,554        127,337  

Linda Fayne Levinson

     89,721,192        2,376,915        64,169  

Robert A. McNamara

     91,858,686        171,867        131,723  

Peter J. Robertson

     90,988,217        1,047,279        126,780  

Christopher M.T. Thompson

     91,778,432        256,072        127,772  

There were 13,229,589 broker non-votes in the election of directors

Proposal No. 2: Advisory Vote to Approve the Company’s Executive Compensation

 

For

  

Against

  

Abstain

87,935,376

   3,807,585    419,315

There were 13,229,589 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 September 28, 2018

 

For

  

Against

  

Abstain

103,575,184

   1,665,626    151,055

There were no broker non-votes on the proposal.


SIGNATURE

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.

 

    Jacobs Engineering Group Inc.
Date: January 19, 2018     By:  

/s/ Kevin C. Berryman

      Kevin C. Berryman
      Executive Vice President and Chief Financial Officer