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

On January 26, 2022, 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 26, 2022, to amend Article III, Section 2 thereof to provide that the exact number of directors will be determined from time to time by resolution adopted by the affirmative vote of a majority of the Board (with the number not being less than three or more than 21), in accordance with the Company's Amended and Restated Certificate of Incorporation, dated as of January 27, 2014.

Following the retirement of Bob Davidson and Linda Fayne Levinson from the Board on January 25, 2022, the Board eliminated the vacancies resulting from such retirements by reducing the size of the Board to ten (10) directors.

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 25, 2022, 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          101,707,817    2,870,376    97,183
            Christopher M.T. Thompson    103,687,061     836,430     151,885
            Priya Abani                  104,304,365     251,450     119,561
            General Vincent K. Brooks    102,830,862    1,718,993    125,521
            General Ralph E. Eberhart    102,619,661    1,930,294    125,421
            Manny Fernandez              102,647,256    1,908,856    119,264
            Georgette D. Kiser           101,852,532    2,701,905    120,939
            Barbara l. Loughran          103,990,794     558,019     126,563
            Robert A. McNamara           104,155,783     386,739     132,854
            Peter J. Robertson           100,788,193    3,757,207    129,976

There were 9,814,810 broker non-votes in the election of directors.

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


                             For         Against      Abstain
                          90,692,459    13,654,592    328,325

There were 9,814,810 broker non-votes on the proposal.

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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 30, 2022


                              For         Against     Abstain
                          110,193,466    4,120,085    176,635

There were no broker non-votes on the proposal.

Item 8.01 Other Events

Changes to Committee Composition

Effective as of January 25, 2022, the following changes were made to the composition of the Committees of the Board:

•Audit Committee: Ms. Linda Fayne Levinson retired from the Board and will no longer serve as a member of the Committee. •ESG and Risk Committee: (i) Mr. Robert C. Davidson, Jr. and Ms. Fayne Levinson retired from the Board and will no longer serve as members of the Committee and (ii) General Ralph E. Eberhart was added as a member. •Nominating and Corporate Governance Committee: (i) Mr. Davidson retired from the Board and will no longer serve as Chair or a member of the Committee, (ii) General Eberhart has succeeded Mr. Davidson as Chair, (iii) Ms. Fayne Levinson has retired from the Board and will no longer serve as a member of the Committee, and (iv) Ms. Kiser was added as a member. Dividend

On January 26, 2022, the Board declared a quarterly cash dividend payable to shareholders in the amount of $0.23 per share of the Company's common stock. This represents an 10% increase in the quarterly dividend. This dividend will be paid on March 25, 2022 to shareholders of record as of the close of business on February 25, 2022. 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 26, 2022
    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, 2022



JACOBS ENGINEERING GROUP INC.

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

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