Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(e) As described in Item 5.07 below, at the Annual Meeting of Stockholders of Jabil Inc. (the "Company") held on January 21, 2021, stockholders approved the Jabil Inc. 2021 Equity Incentive Plan (the "2021 EIP").

The 2021 EIP was approved by the Company's Board of Directors on October 15, 2020, subject to stockholder approval, and replaces the Company's 2011 Stock Award and Incentive Plan (the "Prior Plan"), which terminated on October 21, 2020. The Company intends to use the 2021 EIP in a manner consistent with its use of the Prior Plan in order to incentivize and retain employees and non-employee directors.

The 2021 EIP provides for the issuance of equity-based incentive awards in the form of stock options, stock appreciation rights, restricted stock, stock units, and other equity awards. The vesting of equity awards can be based on continuous service and/or achievement of certain performance criteria.

A more detailed description of the 2021 EIP and related matters was set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on December 9, 2020 under the heading "Proposal 4: Approve the Jabil Inc. 2021 Equity Incentive Plan" and is incorporated herein by reference. The foregoing summary of the 2021 EIP, and the summary of the 2021 EIP set forth in the proxy statement, are qualified in their entirety by reference to the full text of the 2021 EIP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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

As described above, on January 21, 2021, the Company held its Annual Meeting of Stockholders. As of the record date of November 30, 2020, 150,471,570 shares of the Company's Common Stock were outstanding and entitled to vote. Of this amount, 138,301,456 shares, representing approximately 91.91% of the total number of eligible voting shares, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at such meeting, each of which received a sufficient number of votes to pass.





1.  The individuals listed below were elected to serve as directors of the
    Company until the next annual meeting of stockholders or until their
    respective successors are duly elected and qualified:




                              FOR            WITHHELD         NON-VOTE
Anousheh Ansari            127,009,120          389,091       10,903,245
Martha F. Brooks           126,374,549        1,023,662       10,903,245
Christopher S. Holland     127,026,692          371,519       10,903,245
Timothy L. Main            125,006,719        2,391,492       10,903,245
Mark T. Mondello           125,874,487        1,523,724       10,903,245
John C. Plant               87,329,286       40,068,925       10,903,245
Steven A. Raymund          123,471,311        3,926,900       10,903,245
Thomas A. Sansone          122,052,162        5,346,049       10,903,245
David M. Stout             124,607,069        2,791,142       10,903,245
Kathleen A. Walters        127,010,640          387,571       10,903,245




2.  A proposal to ratify the appointment of Ernst & Young LLP as the Company's
    independent registered public accounting firm for the fiscal year ending
    August 31, 2021:




    FOR        AGAINST    ABSTAIN   NON-VOTE
136,881,255   1,314,637   105,564      -




3.  A proposal to approve (on an advisory basis) the Company's executive
    compensation:




    FOR        AGAINST    ABSTAIN    NON-VOTE
121,808,103   5,477,114   112,994   10,903,245

4. A proposal to approve the Company's 2021 Equity Incentive Plan:






    FOR        AGAINST    ABSTAIN    NON-VOTE
119,482,289   7,838,138   77,784    10,903,245




5.  A proposal to approve an amendment to the Company's 2011 Employee Stock
    Purchase Plan to increase shares available for issuance:




    FOR        AGAINST    ABSTAIN    NON-VOTE
126,117,110   1,230,255   50,846    10,903,245

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Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




Exhibit
  No.       Description

10.1          Jabil Inc. 2021 Equity Incentive Plan. Incorporated by reference to
            Appendix A to our Definitive Proxy Statement filed on December 9,
            2020.

104         Cover Page Interactive Data File - Embedded within the inline XBRL
            document

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