Current Report Filing (8-k)
20 January 2018 - 9:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 17, 2018
JACOBS ENGINEERING GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-7463
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95-4081636
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(State of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1999 Bryan Street, Suite 1200, Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
(214)
583-8500
(Registrants telephone number, including area code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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).
Emerging growth company ☐
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on December 18, 2017, the board of directors (the
Board) of Jacobs Engineering Group Inc. (the Company) increased the number of directors from ten to eleven and appointed Barry L. Williams to fill such newly created vacancy. On January 18, 2018, the Board appointed
Mr. Williams to serve on the Audit Committee of the Board. The Board determined that Mr. Williams is financially literate as required by the New York Stock Exchange (NYSE), as such qualification is interpreted by
the Board in its business judgment. The Board previously determined that Mr. Williams is an independent director under the corporate governance standards of the NYSE and the Companys guidelines for determining independence.
Additionally, on January 18, 2018, the Board appointed Robert A. McNamara to serve on the Nominating and Corporate Governance Committee of the Board.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On January 17, 2018, the Company held its
annual meeting of shareholders, at which the following items were voted upon:
Proposal No.
1
: Election of Directors
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Nominee
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For
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Against
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Abstain
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Joseph R. Bronson
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88,933,257
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3,163,687
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65,332
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Juan José Suárez Coppel
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91,471,541
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561,817
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128,918
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Robert C. Davidson, Jr.
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89,405,143
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2,694,680
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62,453
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Steven J. Demetriou
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90,923,503
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1,003,413
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235,360
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General Ralph E. Eberhart
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90,705,802
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1,327,780
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128,694
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Dawne S. Hickton
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91,775,385
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259,554
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127,337
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Linda Fayne Levinson
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89,721,192
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2,376,915
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64,169
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Robert A. McNamara
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91,858,686
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171,867
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131,723
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Peter J. Robertson
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90,988,217
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1,047,279
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126,780
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Christopher M.T. Thompson
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91,778,432
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256,072
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127,772
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There were 13,229,589 broker
non-votes
in the election of directors
Proposal No.
2
: Advisory Vote to Approve the Companys Executive Compensation
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For
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Against
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Abstain
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87,935,376
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3,807,585
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419,315
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There were 13,229,589 broker
non-votes
on the proposal.
Proposal No.
3
: Ratification of the Appointment of Ernst & Young LLP as the Companys Independent Registered Public
Accounting Firm for the Fiscal Year Ending September 28, 2018
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For
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Against
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Abstain
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103,575,184
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1,665,626
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151,055
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There were no broker
non-votes
on the proposal.
SIGNATURE
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.
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Jacobs Engineering Group Inc.
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Date: January 19, 2018
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By:
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/s/ Kevin C. Berryman
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Kevin C. Berryman
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Executive Vice President and Chief Financial Officer
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