JACOBS SOLUTIONS INC. 8-K

What Happened Jacobs Solutions Inc. (J) filed an 8-K reporting results of its Annual Meeting held January 28, 2026: all ten nominated directors were elected, shareholders gave an advisory “say-on-pay” approval of executive compensation, and shareholders ratified Ernst & Young LLP as the independent auditor for the fiscal year ending October 2, 2026. A quorum was present — 104,035,217 shares (88.09% of 118,088,311 outstanding) — and there were 11,462,380 broker non-votes in the director election and say-on-pay proposals. The Board also announced committee membership changes effective January 29, 2026 and declared a quarterly cash dividend of $0.36 per share (a 12.5% increase), payable March 20, 2026 to holders of record as of February 20, 2026.

Key Details

• Director elections: all ten nominees elected (examples of vote totals): Robert V. Pragada 90,213,355 for; Louis V. Pinkham 92,400,278 for; Priya Abani 92,361,569 for; Georgette D. Kiser 89,761,763 for. There were 11,462,380 broker non-votes in the director election.
• Advisory vote on executive compensation (say-on-pay): 88,531,750 for, 3,148,090 against, 892,997 abstentions; 11,462,380 broker non-votes.
• Auditor ratification: Ernst & Young LLP ratified with 97,496,534 for, 6,406,592 against, 132,091 abstentions (no broker non-votes).
• Board/committee changes (effective Jan 29, 2026): Diane Bryant and Julie Sloat added to the Audit Committee; Priya Abani and Michael Collins removed from Audit. Peter Robertson retired from the Board and left the Human Resource & Compensation and Sustainability & Risk Committees; Michael Collins succeeded Robertson as Chair of Human Resource & Compensation and was added to the Sustainability & Risk Committee; Abani and Bryant were added to Human Resource & Compensation; Julie Sloat no longer serves on Human Resource & Compensation.
• Dividend: $0.36 per share quarterly cash dividend (12.5% increase), payable March 20, 2026; record date Feb 20, 2026. Future dividends remain subject to Board approval.

Why It Matters This filing confirms continuity in board leadership (all nominees elected) and shareholder support for Jacobs’ executive pay and auditor choice, reducing near‑term governance uncertainty. The 12.5% dividend increase is a concrete cash-return action that may matter to income-focused investors; however, future payouts remain at the Board’s discretion. Committee shifts — including a new Human Resource & Compensation Chair (Michael Collins) and additions to the Audit Committee — could affect oversight priorities going forward.