8-K 1 d741588d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 16, 2019



Jabil Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-14063   38-1886260

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

10560 Dr. Martin Luther King, Jr. Street North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (727) 577-9749


(Former name or former address, if changed since last report.)



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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.001 par value per share   JBL   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).

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.

On October 16, 2019, the Board of Directors (“Board”) of Jabil Inc. (“Jabil”), increased the size of the Board from nine to ten directors and appointed Kathleen A. Walters to the Board, effective immediately and continuing until the next annual meeting of shareholders or until her successor is duly elected and qualified. Ms. Walters’ committee assignments are expected to be made by the Board at its next regularly scheduled meeting. The Board has determined that Ms. Walters is independent under the standards of the New York Stock Exchange and other governing laws and applicable regulations.

Pursuant to the Board’s standard compensation policy for non-employee directors, Ms. Walters will receive an annual cash retainer of $65,000 and $210,000 in time-based restricted stock units under the 2011 Stock Award and Incentive Plan vesting, subject to certain requirements, on October 17, 2020.

Other than the compensation from the registrant set forth in the preceding paragraph, no arrangement or understanding exists between Ms. Walters and any other persons, pursuant to which Ms. Walters was elected as a director. In addition, there are no transactions in which Ms. Walters has an interest that would require disclosure under Item 404(a) of Regulation S-K.

The Company issued a press release announcing the appointment of Ms. Walters, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




The following exhibit is furnished herewith:






99.1    Press Release dated October 16, 2019


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


October 22, 2019     By:  

/s/ Susan Wagner-Fleming

      Susan Wagner-Fleming
      Vice President, Corporate Secretary and Deputy General Counsel