Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 26, 2021, the Board of Directors (the "Board") of Jacobs Engineering Group Inc. (the "Company") amended and restated the Company's Bylaws (the "Amended and Restated Bylaws"), effective as of January 27, 2021, to amend Article III, Section 2 thereof to decrease the number of authorized directors from twelve (12) to eleven (11) to eliminate a vacancy created by the retirement of Mr. Joseph R. Bronson from the Board. 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 5.07 Submission of Matter to a Vote of Security Holders

On January 26, 2021, the Company held its annual meeting of shareholders, at which the following items were voted upon:

Proposal No. 1: Election of Directors



                                             For         Against     Abstain
            Steven J. Demetriou          103,054,655    2,767,875    51,745
            Christopher M.T. Thompson    105,651,020     109,271     113,984
            General Vincent K. Brooks    105,248,758     549,386     76,131
            Robert C. Davidson, Jr.      103,165,616    2,625,934    82,725
            General Ralph E. Eberhart    104,947,679     847,158     79,438
            Manny Fernandez              105,276,321     493,381     104,573
            Georgette D. Kiser           102,685,400    2,938,999    249,876
            Linda Fayne Levinson         103,208,341    2,256,133    409,801
            Barbara l. Loughran          104,967,992     835,544     70,739
            Robert A. McNamara           104,937,189     856,260     80,826
            Peter J. Robertson           103,488,616    2,270,593    115,066

There were 10,485,703 broker non-votes in the election of directors.

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



                              For         Against     Abstain
                          103,179,162    2,210,457    484,656

There were 10,485,703 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 October 1, 2021



                              For         Against     Abstain
                          109,377,400    6,847,355    135,223

There were no broker non-votes on the proposal.

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Item 8.01 Other Events

Changes to Committee Composition

Effective as of January 26, 2021, the following changes were made to the composition of the Committees of the Board:



•Audit Committee: (i) Mr. Bronson retired from the Board and will no longer
serve as a member or Chair of the Audit Committee, (iii) Ms. Barbara L. Loughran
has succeeded Mr. Bronson as Chair of the Audit Committee, and (iii) Ms.
Georgette D. Kiser was added as a member.
•Human Resource and Compensation Committee: (i) Gen. Vincent K Brooks and Mr.
Manny Fernandez were added as members, and (ii) Ms. Loughran will no longer
serve as a member.
•Nominating and Corporate Governance Committee: (i) Gen. Brooks was added as a
member, and (ii) Ms. Kiser will no longer serve as a member.
Dividend

On January 27, 2021, the Board declared a quarterly cash dividend payable to shareholders in the amount of $0.21 per share of the Company's common stock. This represents an 11% increase in the quarterly dividend. This dividend will be paid on March 26, 2021 to shareholders of record as of the close of business on February 26, 2021. Future dividend payments are subject to review and approval by the Board.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits:


       3.1     Amended and Restated Bylaws, dated as of January 27, 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: January 28, 2021

JACOBS ENGINEERING GROUP INC.

         By:                                          /s/ Kevin C. Berryman
                                                      Kevin C. Berryman
                                                      President
                                                      and Chief Financial Officer
                                                      (Principal Financial Officer)

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