Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On September 16, 2020, 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 Manny Fernandez to
serve as a director of the Company to fill such newly created vacancy, to be
effective as of October 5, 2020. Mr. Fernandez will serve for an initial term
that will expire at the annual meeting of shareholders in 2021. Mr. Fernandez
has been appointed to serve on the Audit Committee of the Board.
The Board, after consideration of all facts and circumstances, affirmatively
determined that Mr. Fernandez is an independent director under the corporate
governance standards of the New York Stock Exchange and the Company's guidelines
for determining independence. The Board also determined that Mr. Fernandez is
"financially literate" as required by the NYSE listed company manual, and is an
"audit committee financial expert" under the applicable rules of the Securities
Exchange Commission, as such qualifications are interpreted by the Board in its
business judgment.
In connection with his election, Mr. Fernandez 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 his election date. Mr. Fernandez will also be
eligible to participate in the Jacobs Director Deferral Plan.
There were no understandings or other agreements or arrangements between Mr.
Fernandez and any other person pursuant to which he was appointed as a director
of the Company.
On September 17, 2020, the Company issued a press release announcing the
appointment of Mr. Fernandez 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
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 16, 2020, the Board amended and restated the Bylaws (the "Amended
and Restated Bylaws"), effective as of October 5, 2020, to amend Article III,
Section 2 thereof to increase the number of authorized directors from eleven
(11) to twelve (12) and to make certain other minor amendments thereto. 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 October 5, 2020
99.1 Press Release, dated September 17, 2020
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: September 18, 2020
JACOBS ENGINEERING GROUP INC.
By: /s/ Kevin C. Berryman
Kevin C. Berryman
President
and Chief Financial Officer
(Principal Financial Officer)
© Edgar Online, source Glimpses
JACOBS SOLUTIONS INC. 
