8-K/A 1 a8-kamendmentfinal.htm 8-K/A Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________
Form 8-K/A
___________________________

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 1, 2019
Jacobs Engineering Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware
1-7463
95-4081636
(State
of incorporation)
(Commission
File No.)
(IRS Employer
identification number)

1999 Bryan Street, Suite 1200, 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)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ☐


EXPLANATORY NOTE

As previously reported in the Current Report on Form 8-K filed by Jacobs Engineering Group Inc. (the “Company”) on May 2, 2019 (the “Original 8-K”), Dawne Hickton was appointed Executive Vice President, Chief Operating Officer and President of the Company’s Aerospace, Technology & Nuclear (“ATN”) line of business, effective June 3, 2019. This Current Report on Form 8-K/A amends the Original 8-K to restate the information included in the Original 8-K and include a final summary of the compensation of Ms. Hickton. Except as set forth below, the Original 8-K is not being amended.

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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


Appointment of Chief Operating Officer

On May 2, 2019, the Company announced that Dawne S. Hickton had been appointed Executive Vice President, Chief Operating Officer and President of the Company’s ATN line of business, effective June 3, 2019. Ms. Hickton will report to Steve Demetriou, Chair and CEO of the Company.

Ms. Hickton, age 61, has been a member of the Board of Directors of the Company since 2015. From 2016 to the present, Ms. Hickton has served as President of Cumberland Highstreet Partners. From 2012 until January 2018, Ms. Hickton served as Deputy Chair of the Federal Reserve Bank of Cleveland and was appointed Chairman in January 2018. From 2007 until 2015, Ms. Hickton served as Vice Chair, President and Chief Executive Officer of RTI International Metals, Inc. a global supplier of advanced titanium products and services in commercial aerospace, defense, propulsion, medical device and energy markets. Ms. Hickton currently serves on the Boards of Directors of Triumph Group and Haynes International Inc. She served on the Board of Directors of FNB Corporation from 2006 until 2013. Ms. Hickton is also a current member of the Board of the Smithsonian Air and Space Museum and a past member of the executive committee of the Aerospace Industries Association, a Washington D.C. based organization supporting the U.S. aerospace industry. Ms. Hickton holds a Juris Doctorate from the University of Pittsburgh School of Law and is a Graduate of the University of Rochester.

Ms. Hickton will receive an annual base salary of $750,000, will participate in the Company’s MIP, with an annual incentive target of 100% of her base salary, pro-rated for fiscal year 2019. Ms. Hickton will receive a fiscal 2019 equity award with a grant value of $1,026,012 pursuant to the Company’s long-term equity incentive plan, which represents a pro-rated annual equity grant. The equity award will be issued on the first date of employment, and consist of $471,012 of restricted stock units, vesting 25% on each anniversary of the grant date, and $555,000 of performance share units, with a three-year performance period ending November 2021 based on the same performance targets as the fiscal 2019 grants to the Company’s senior management in November 2018.

Ms. Hickton will also be eligible to participate in the Company’s Executive Severance Plan, the Company’s Executive Deferral Plan, health and welfare benefits offered to all full-time employees, and will also receive five weeks of paid time off per year, an executive physical and executive financial planning services. In addition to any benefits payable under the Executive Severance Plan, in the event of Ms. Hickton’s termination of employment by the Company without cause during Ms. Hickton’s first year of employment with the Company, the Company will provide Ms. Hickton with paid notice equal to the number of days remaining in such first year of employment. Ms. Hickton will also receive a standard relocation assistance.

Other than described in this Form 8-K, there are no arrangements or understandings between Ms. Hickton and any other persons pursuant to which she was appointed as an officer of the Company (other than arrangements or understandings with directors or officers of the Company acting solely in their capacities as such). There are also no family relationships between Ms. Hickton and any director or executive officer of the Company, and Ms. Hickton is not party to nor has any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.


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.

 
 
 
 
 
 
 
 
 
 
 
Jacobs Engineering Group Inc.
 
 
 
 


 
Date: May 31, 2019
 
 
 
By:
 
/s/ Kevin C. Berryman
 
 
 
 
 
 
Kevin C. Berryman
 
 
 
 
 
 
Executive Vice President and Chief Financial Officer