UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________________
Form 8-K
___________________________
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 9, 2023
Jacobs Solutions Inc.
(Exact name of Registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware | | 1-7463 | | 88-1121891 |
| (State or other jurisdiction of incorporation or organization) | | (SEC File No.) | | (IRS Employer identification number) |
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| 1999 Bryan Street | Suite 3500 | Dallas | Texas | 75201 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant's telephone number (including area code): (214) 583-8500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock | $1 par value | J | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | | | | | |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 9, 2023, , the Board of Directors (the “Board”) of Jacobs Solutions Inc. (the “Company”) (i) increased the size of the Board from eleven (11) to thirteen (13) authorized directors and (ii) elected Mr. Louis V. Pinkham and Ms. Julie A. Sloat to serve as directors of the Company to fill such newly created vacancies until the annual meeting of shareholders in 2024, in each case to be effective as of December 1, 2023.
The Board, after consideration of all facts and circumstances, affirmatively determined that each of Mr. Pinkham and Ms. Sloat 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 their respective elections, Mr. Pinkham and Ms. Sloat will each receive the standard, annual compensation for the Company’s non-management directors. This annual compensation includes (i) a cash retainer in the amount of $125,000 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 $190,000, pro-rated based on their election date. Mr. Pinkham and Ms. Sloat will also be eligible to participate in the Jacobs Director Deferral Plan.
There were no understandings or other agreements or arrangements between Mr. Pinkham or Ms. Sloat and any other person pursuant to which he or she was appointed as a director of the Company.
A copy of the press release announcing the appointment of Mr. Pinkham and Ms. Sloat to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits |
(d)Exhibits:
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| 3.1 | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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 14, 2023
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| JACOBS SOLUTIONS INC. |
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| By: | /s/ Robert V. Pragada |
| | Robert V. Pragada |
| | Chief Executive Officer |
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