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 29, 2025 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)       1999 Bryan Street Suite 3500 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. At the 2025 Annual Meeting of Shareholders of Jacobs Solutions Inc. (“the Company”) held on January 29, 2025 (the “Annual Meeting”), the Company’s shareholders approved five separate amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to remove the supermajority voting requirements required for (i) changes to the authorized number of shares of preferred stock; (ii) bylaws amendments; (iii) certain significant transactions; (iv) certain Charter amendments; and (v) certain voluntary reorganizations (collectively, the “Supermajority Amendments”). The Company’s Board of Directors had previously approved the Supermajority Amendments, conditioned upon receipt of shareholder approval at the Annual Meeting. On January 29, 2025, the Company filed a certificate of amendment to the Charter with the Secretary of State of the State of Delaware (the “Secretary of State”) to adopt the Supermajority Amendments (the “Certificate of Amendment”). Thereafter, on January 30, 2025, the Company filed a Restated Certificate of Incorporation (the “Restated Charter”) with the Secretary of State reflecting the incorporation of the Supermajority Amendments. The Company also amended and restated its bylaws on January 29, 2025 (the “Amended and Restated Bylaws”) to reflect shareholder approval of the Supermajority Amendment regarding bylaw amendments. The foregoing descriptions of the Certificate of Amendment, the Restated Charter and the Amended and Restated Bylaws do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Certificate of Amendment, the Restated Charter and the Amended and Restated Bylaws, which are filed as Exhibit 3.1, Exhibit 3.2, and Exhibit 3.3, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference. Item 5.07 Submission of Matter to a Vote of Security Holders As described above, the Company held its Annual Meeting on January 29, 2025. At the Annual Meeting, shareholders voted on eight proposals that are described in detail in the proxy statement for the Annual Meeting. Shareholders (i) elected ten directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2026 Annual Meeting of Shareholders; (ii) approved, on an advisory basis, the Company’s executive compensation; (iii) approved five separate amendments to the Charter to adopt the Supermajority Amendments; and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 26, 2025. The total number of shares of the Company’s common stock entitled to vote at the Annual Meeting was 124,017,105, of which 107,240,691 shares, or 86.47%, were present in person, via the virtual meeting platform, or by proxy, constituting a quorum. The final voting results for each of the proposals properly submitted to a vote of the Company’s shareholders at the Annual Meeting are set forth below. Proposal No. 1 : Election of Directors For Against Abstain Robert V. Pragada 92,617,347 2,624,148 160,426 Louis V. Pinkham 95,042,982 189,219 169,720 Priya Abani 94,984,458 247,577 169,886 Michael Collins 95,073,017 163,750 165,154 Manny Fernandez 94,668,845 568,004 165,072 Mary M. Jackson 95,080,284 159,737 161,900 Georgette D. Kiser 91,206,496 4,035,916 159,509 Robert A. McNamara 94,409,591 829,606 162,724 Peter J. Robertson 86,791,966 8,443,837 166,118 Julie A. Sloat 94,786,594 454,262 161,065 There were 11,838,770 broker non-votes in the election of directors. Proposal No. 2 : Advisory Vote to Approve the Company’s Executive Compensation For Against Abstain 92,080,964 2,683,204 637,753 There were 11,838,770 broker non-votes on the proposal. Proposal No. 3 : Vote to Approve the Amendment of the Charter to Remove the Supermajority Voting Requirement for Changes to the Authorized Number of Shares of Preferred Stock For Against Abstain 94,718,752 559,016 124,153 There were 11,838,770 broker non-votes on the proposal. Proposal No. 4 : Vote to Approve the Amendment of the Charter to Remove the Supermajority Voting Requirement for Bylaw Amendments For Against Abstain 94,692,378 582,713 126,830 There were 11,838,770 broker non-votes on the proposal. Proposal No. 5 : Vote to Approve the Amendment of the Charter to Remove the Supermajority Voting Requirement for Certain Significant Transactions For Against Abstain 94,680,466 590,760 130,695 There were 11,838,770 broker non-votes on the proposal. Proposal No. 6 : Vote to Approve the Amendment of the Charter to Remove the Supermajority Voting Requirement for Certain Charter Amendments For Against Abstain 94,675,052 597,786 129,083 There were 11,838,770 broker non-votes on the proposal. Proposal No. 7 : Vote to Approve the Amendment of the Charter to Remove the Voluntary Reorganization Provision For Against Abstain 94,658,463 503,819 239,639 There were 11,838,770 broker non-votes on the proposal. Proposal No. 8 : Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending September 26, 2025 For Against Abstain 100,063,551 6,944,927 232,213 There were no broker non-votes on the proposal. Item 9.01 Financial Statements and Exhibits (d) Exhibits: 3.1  Certificate of Amendment to Jacobs Solution Inc.’s Amended and Restated Charter. 3.2  Jacobs Solutions Inc. Restated Certificate of Incorporation 3.3  Jacobs Solutions Inc. Amended and Restated Bylaws, dated as of January 29, 2025 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: February 3, 2025         JACOBS SOLUTIONS INC.     By: /s/ Venk Nathamuni Venk Nathamuni President Chief Financial Officer (Principal Financial Officer)