Bylaw Amendment · Shareholder Vote

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): January 25, 2022 Jacobs Engineering Group Inc. (Exact name of Registrant as specified in its charter) Delaware 1-7463   95-4081636 (State or other jurisdiction of incorporation or organization) (SEC 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)) Securities registered pursuant to Section 12(b) of the Act: _________________________________________________________________ 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). ☐ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On January 26, 2022, the Board of Directors (the “Board”) of Jacobs Engineering Group Inc. (the "Company") amended and restated the Company's Bylaws (the “Amended and Restated Bylaws”), effective as of January 26, 2022, to amend Article III, Section 2 thereof to provide that the exact number of directors will be determined from time to time by resolution adopted by the affirmative vote of a majority of the Board (with the number not being less than three or more than 21), in accordance with the Company’s Amended and Restated Certificate of Incorporation, dated as of January 27, 2014. Following the retirement of Bob Davidson and Linda Fayne Levinson from the Board on January 25, 2022, the Board eliminated the vacancies resulting from such retirements by reducing the size of the Board to ten (10) directors. 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. Item 5.07 Submission of Matter to a Vote of Security Holders On January 25, 2022, the Company held its annual meeting of shareholders, at which the following items were voted upon: Proposal No. 1 : Election of Directors For Against Abstain Steven J. Demetriou 101,707,817 2,870,376 97,183 Christopher M.T. Thompson 103,687,061 836,430 151,885 Priya Abani 104,304,365 251,450 119,561 General Vincent K. Brooks 102,830,862 1,718,993 125,521 General Ralph E. Eberhart 102,619,661 1,930,294 125,421 Manny Fernandez 102,647,256 1,908,856 119,264 Georgette D. Kiser 101,852,532 2,701,905 120,939 Barbara l. Loughran 103,990,794 558,019 126,563 Robert A. McNamara 104,155,783 386,739 132,854 Peter J. Robertson 100,788,193 3,757,207 129,976 There were 9,814,810 broker non-votes in the election of directors. Proposal No. 2 : Advisory Vote to Approve the Company’s Executive Compensation For Against Abstain 90,692,459 13,654,592 328,325 There were 9,814,810 broker non-votes on the proposal. Proposal No. 3 : Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2022 For Against Abstain 110,193,466 4,120,085 176,635 There were no broker non-votes on the proposal. Item 8.01 Other Events Changes to Committee Composition Effective as of January 25, 2022, the following changes were made to the composition of the Committees of the Board: • Audit Committee : Ms. Linda Fayne Levinson retired from the Board and will no longer serve as a member of the Committee. • ESG and Risk Committee : (i) Mr. Robert C. Davidson, Jr. and Ms. Fayne Levinson retired from the Board and will no longer serve as members of the Committee and (ii) General Ralph E. Eberhart was added as a member. • Nominating and Corporate Governance Committee : (i) Mr. Davidson retired from the Board and will no longer serve as Chair or a member of the Committee, (ii) General Eberhart has succeeded Mr. Davidson as Chair, (iii) Ms. Fayne Levinson has retired from the Board and will no longer serve as a member of the Committee, and (iv) Ms. Kiser was added as a member. Dividend On January 26, 2022, the Board declared a quarterly cash dividend payable to shareholders in the amount of $0.23 per share of the Company’s common stock. This represents an 10% increase in the quarterly dividend. This dividend will be paid on March 25, 2022 to shareholders of record as of the close of business on February 25, 2022. Future dividend payments are subject to review and approval by the Board. Item 9.01 Financial Statements and Exhibits (d) Exhibits: 3.1 Amended and Restated Bylaws, dated as of January 26, 2022 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: January 28, 2022         JACOBS ENGINEERING GROUP INC.     By: /s/ Kevin C. Berryman   Kevin C. Berryman   President   and Chief Financial Officer (Principal Financial Officer)