Delaware | 1-7463 | 95-4081636 |
(State of incorporation) | (SEC File No.) | (IRS Employer identification number) |
1111 S. Arroyo Parkway, Pasadena, California | 91105 |
(Address of principal executive offices) | (Zip code) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) | On January 24, 2013, the shareholders of Jacobs Engineering Group Inc. (the "Company") approved the amendment and restatement of the Company's 1999 Stock Incentive Plan (as amended and restated, the "Stock Incentive Plan") at the Company's Annual Meeting of Shareholders (the "Meeting") to (i) to increase the number of shares of common stock reserved for issuance under the Stock Incentive Plan from 18,700,000 to 25,600,000 and to provide that shares subject to options and stock appreciation rights (“SARs”) will be counted against this limit as one share for every one share granted, but any shares that are subject to awards other than options or SARs will be counted against this limit as 1.92 shares for every one share granted; (ii) to provide, subject to certain exceptions, for a three-year minimum vesting period for time-based awards of restricted stock or restricted stock units and a one-year minimum vesting period for performance-based awards of restricted stock or restricted stock units; (iii) to provide for the award of SARs; (iv) to provide that in the event that on the last business day of the term of an option or SAR either (A) the exercise of the option (other than an incentive stock option) or SAR is prohibited by applicable law or (B) shares may not be purchased or sold by certain participants due a “black-out period” or a “lock-up” agreement, such term shall be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement; (v) in light of the new share counting provisions, to eliminate the Stock Incentive Plan's limit on the number of shares that may be issued pursuant to awards of restricted stock and restricted stock units; (vi) to extend the term of the Stock Incentive Plan to November 15, 2022; (vii) to provide that awards may be granted that are subject to and comply with Section 409A of the Internal Revenue Code of 1986, as amended; and (viii) to make certain other clarifying and ministerial changes. |
(a) | On January 24, 2013, the Board of Directors of the Company amended and restated the Company's bylaws to amend Section 3.02 to provide for a decrease in the number of authorized directors from eleven to ten. No other changes were made to the bylaws. The foregoing summary is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference. |
(a) | On January 24, 2013, the Company held its Annual Meeting of Shareholders, at which the following items were voted upon: |
Nominee | For | Against | Abstain | |||
Robert C. Davidson, Jr. | 95,825,317 | 1,531,757 | 110,070 | |||
Ralph E. Eberhart | 95,883,451 | 1,474,121 | 109,572 | |||
Edward V. Fritzky | 96,531,352 | 803,394 | 132,398 | |||
Christopher M.T. Thompson | 96,279,765 | 1,081,510 | 105,869 | |||
(2) | Approval of an amendment to and restatement of the Company's 1999 Stock Incentive Plan to increase the authorized number of shares by 6,900,000 and to make certain other changes: |
For | Against | Abstain | |||
91,192,983 | 6,126,277 | 147,884 | |||
(3) | Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending September 27, 2013: |
For | Against | Abstain | |||
112,207,979 | 1,106,598 | 187,768 | |||
For | Against | Abstain | |||
95,660,068 | 1,419,182 | 387,894 | |||
For | Against | Abstain | |||
80,084,717 | 17,094,250 | 288,177 | |||
(d) | Exhibits | |
3.1 | Amended and Restated Bylaws dated January 24, 2013 | |
10.1 | Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as Amended and Restated. | |