Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Election of New Director
On January 19, 2017, the
Board of Directors (the Board) of Jacobs Engineering Group Inc. (the Company) elected Robert McNamara to serve as a director of the Company until the annual meeting of shareholders in 2018. Mr. McNamara has been
appointed to serve on the Audit Committee of the Board. The Board, after consideration of all facts and circumstances, affirmatively determined that Mr. McNamara is an independent director under the independence standards of the New York Stock
Exchange (the NYSE) and the Companys guidelines for determining independence. The Board also determined that Mr. McNamara is financially literate as required by the NYSE listed company manual, as such qualification
is interpreted by the Board in its business judgment.
In connection with his election, Mr. McNamara will receive the standard, annual compensation
for the Companys non-management directors. This annual compensation includes (i) a cash retainer in the amount of $100,000 per year through April 2017 and $110,000 per year thereafter, and (ii) pursuant to the Companys 1999
Outside Director Plan, as amended and restated, an award of restricted stock units with an aggregate value of $135,000.
There were no understandings or
other agreements or arrangements between Mr. McNamara and any other person pursuant to which Mr. McNamara was appointed as a director of the Company.
On January 19, 2017, the Company issued a press release announcing the appointment of Mr. McNamara to the Board. A copy of the press release is
attached as Exhibit 99.1 to this report.
Amendment and Restatement of the Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan
At the Annual Meeting, the Companys shareholders approved the amendment and restatement of the Jacobs Engineering Group Inc. 1989 Employee Stock Purchase
Plan (the ESPP). The amendment and restatement of the ESPP was approved by the Board on November 17, 2016, subject to shareholder approval. As a result of such shareholder approval, the ESPP was amended to, among other things,
increase the maximum number of shares of common stock authorized for issuance over the term of the ESPP by 4,350,000 shares and extend the term of the plan to January 19, 2027.
A more complete description of the terms of the ESPP and the material amendments and modifications thereto can be found in Proposal No. 2
Approval of Amendment to and Restatement of the 1989 Employee Stock Purchase Plan (pages 7 through 10) in the Companys definitive proxy statement filed with the Securities and Exchange Commission on December 9, 2016 (the Proxy
Statement), which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the amended and restated ESPP,
a copy of which is filed as Exhibit 10.1 to this report.
Amendment and Restatement of the Jacobs Engineering Group Inc. Global Employee Stock Purchase
Plan
At the Annual Meeting, the Companys shareholders also approved the amendment and restatement of the Jacobs Engineering Group Inc. Global
Employee Stock Purchase Plan (the GESPP). The amendment and restatement of the GESPP was approved by the Board on November 17, 2016, subject to shareholder approval. As a result of such shareholder approval, the GESPP was amended
to, among other things, increase the maximum number of shares of common stock authorized for issuance over the term of the GESPP by 150,000 shares and extend the term of the plan to January 19, 2020.
A more complete description of the terms of the GESPP and the material amendments and modifications thereto can be found in Proposal No. 3
Approval of Amendment to and Restatement of the Global Employee Stock Purchase Plan (pages 11 through 14) in the Proxy Statement, which description is incorporated by reference herein. The foregoing descriptions and the description
incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the amended and restated GESPP, a copy of which is filed as Exhibit 10.2 to this report.
Amendment to Outstanding Restricted Stock Unit Awards
On
January 18, 2017, the Human Resource and Compensation Committee (the Compensation Committee) approved an amendment to all outstanding restricted stock unit awards that vest solely based on the passage of time (RSUs)
issued to employees (including the Companys chief executive officer, chief financial officer, and other named executive officers) under the Companys 1999 Stock Incentive Plan, as amended and restated. Pursuant to the amendment, if the
Company pays an ordinary cash dividend on its outstanding common stock, each holder of RSUs will be
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credited with a dollar amount equal to (i) the per-share cash dividend, multiplied by (ii) the total number of RSUs held by such individual on the record date for that dividend
(Dividend Equivalents). Dividend Equivalents vest on the same schedule as the RSU to which they relate and will be paid to the award holder in cash at the same time the share of common stock (or, in the case of cash-settled RSUs, the
cash) underlying the RSU is delivered to the award holder.
The Compensation Committee determined that the amendment of outstanding RSUs to provide for
Dividend Equivalents and the provision for Dividend Equivalents on future grants of RSUs were appropriate in light of the Companys announcement on December 1, 2016 that it intends pay a regular quarterly dividend yielding approximately
1% per year starting in 2017. As RSUs are not outstanding shares of common stock and thus would not otherwise be entitled to participate in any such dividends, the crediting of Dividend Equivalents is intended to treat the award holders
consistently with shareholders and, in the case of outstanding RSUs, preserve the equity-based incentives intended by the Company when the awards were granted.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On January 19, 2017, the Company held its
annual meeting of shareholders, at which the following items were voted upon:
Proposal No. 1
: Election of Directors
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Nominee
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For
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Against
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Abstain
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Joseph R. Bronson
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95,596,596
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1,528,710
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62,078
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Juan José Suárez Coppel
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93,196,644
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1,851,750
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138,990
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Robert C. Davidson, Jr.
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81,371,172
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13,751,743
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64,469
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Steven J. Demetriou
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93,803,822
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1,094,299
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289,263
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Ralph E. Eberhart
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93,565,261
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1,490,738
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131,385
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Dawne S. Hickton
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93,303,103
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1,749,026
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135,255
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Linda Fayne Levinson
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92,805,200
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2,313,075
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69,109
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Peter J. Robertson
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94,520,481
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531,830
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135,073
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Christopher M.T. Thompson
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91,851,519
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3,200,386
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135,479
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There were 13,509,497 broker non-votes in the election of directors.
Proposal No. 2
: Approval of an Amendment to and Restatement of the Companys 1989 Employee Stock Purchase Plan
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For
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Against
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Abstain
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94,434,906
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610,241
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142,237
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There were 13,509,497 broker non-votes on the proposal.
Proposal No. 3
: Approval of an Amendment to and Restatement of the Companys Global Employee Stock Purchase Plan
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For
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Against
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Abstain
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94,476,698
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571,740
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138,946
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There were 13,509,497 broker non-votes on the proposal.
Proposal No. 4
: Ratification of the Appointment of Ernst & Young LLP as the Companys Independent Registered Public Accounting Firm
for the Year Ending September 29, 2017
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For
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Against
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Abstain
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107,077,287
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1,450,978
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168,616
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There were no broker non-votes on the proposal.
Proposal No. 5
: Advisory Vote to Approve the Companys Executive Compensation
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For
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Against
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Abstain
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91,334,259
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3,045,852
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807,273
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There were 13,509,497 broker non-votes on the proposal.
Proposal No. 6
: Advisory Vote on the Frequency of Shareholder Advisory Votes on the Companys Executive Compensation
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3 Years
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2 Years
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1 Year
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Abstain
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7,284,669
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198,208
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86,570,592
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1,133,915
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There were 13,509,497 broker non-votes on the proposal.
After considering the results of the stockholder advisory vote, the Company has determined to hold an advisory vote on executive compensation every year until
the next stockholder vote on the frequency of stockholder votes on executive compensation. A stockholder vote on the frequency of stockholder votes on executive compensation is required to be held at least once every six years.