0000052988false09/2900000529882022-10-122022-10-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Form 8-K/A
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Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 11, 2022
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 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) |
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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. |
EXPLANATORY NOTE
On October 12, 2022, Jacobs Solutions Inc. filed a Current Report on Form 8-K dated October 11, 2022 (the “Original 8-K”) with the Securities and Exchange Commission. This Amendment is being filed to correct a clerical error on the signature page of the Original 8-K. Except as stated in this Explanatory Note, no other changes have been made to the Original 8-K.
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 11, 2022, responding to shareholder feedback, the Board of Directors of Jacobs Solutions Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Amended and Restated Bylaws”), effective immediately, to implement proxy access. The Amended and Restated Bylaws include a new Section 2.6(d) that permits a stockholder, or a group of up to twenty stockholders, owning at least three percent of the Company’s outstanding shares of the Company’s common stock continuously for at least three years, to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of (a) two directors or (b) twenty percent of the Board, subject to certain limitations and provided that the stockholders and nominees satisfy the requirements specified in the Amended and Restated Bylaws.
The Amended and Restated Bylaws also contain conforming, clarifying, and updating changes to Sections 2.6(a) and 2.6(c) related to the advance notice requirements for nominations and business proposed by shareholders at annual and special meetings of shareholders, as well as other non-substantive changes throughout.
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.
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| Item 9.01 | Financial Statements and Exhibits |
(d)Exhibits:
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| 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: October 13, 2022
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| JACOBS SOLUTIONS INC. |
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| By: | /s/ Kevin C. Berryman |
| | Kevin C. Berryman |
| | President and Chief Financial Officer |
| | (Principal Financial Officer) |
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