Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On November 10, 2021, the Board of Directors (the "Board") of Jacobs Engineering
Group Inc. (the "Company") (i) amended the Company's Amended and Restated Bylaws
(the "Bylaws") to increase the size of the Board from eleven (11) to twelve (12)
authorized directors and (ii) elected Ms. Priya Abani to serve as a director of
the Company to fill such newly created vacancy until the annual meeting of
shareholders in 2022.
The Board, after consideration of all facts and circumstances, affirmatively
determined that Ms. Abani is an independent director under the corporate
governance standards of the New York Stock Exchange and the Company's guidelines
for determining independence.
In connection with her election, Ms. Abani will receive the standard, annual
compensation for the Company's non-management directors. This annual
compensation includes (i) a cash retainer in the amount of $115,000 per year,
and (ii) pursuant to the Company's 1999 Outside Director Plan, as amended and
restated, an award of restricted stock units with an aggregate value of
$180,000, pro-rated based on her election date. Ms. Abani will also be eligible
to participate in the Jacobs Director Deferral Plan.
There were no understandings or other agreements or arrangements between Ms.
Abani and any other person pursuant to which she was appointed as a director of
the Company.
On November 10, 2021, the Company issued a press release announcing the
appointment of Ms. Abani to the Board. A copy of the press release is attached
as Exhibit 99.1 to this report.
The press release attached hereto as Exhibit 99.1 is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 10, 2021, the Board amended and restated the Bylaws (the "Amended
and Restated Bylaws") to amend Article III, Section 2 thereof to increase the
number of authorized directors from eleven (11) to twelve (12). The foregoing
summary is qualified in its entirety by reference to the complete text of the
Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this report and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits:
3.1 Amended and Restated Bylaws, dated as of November 10 , 202 1
99.1 Press Release, dated November 10, 2021
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: November 10, 2021
JACOBS ENGINEERING GROUP INC.
By: /s/ Steven J. Demetriou
Steve J. Demetriou
Chair and Chief Executive Officer
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