Jacobs shareholders vote to remove supermajority voting requirements from charter

JACOBS SOLUTIONS INC.

Shareholders approved five charter amendments removing supermajority voting requirements (preferred stock, bylaws, significant transactions, charter amendments, reorganizations).
Each amendment passed with >94M votes in favor and ~500K against, reflecting strong shareholder support.
Ten directors elected; lowest support for Peter J. Robertson (86.8M for), highest for Louis V. Pinkham (95.0M for).
Advisory vote on executive compensation approved (92.1M for, 2.7M against); Ernst & Young ratified as auditor (100.1M for).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

JACOBS SOLUTIONS INC.: Shareholders approved five amendments to remove supermajority voting requirements for preferred stock changes, bylaw amendments, significant transactions, charter amendments, and voluntary reorganizations (effective 2025-01-29).

Change: charter amendment
Effective: 2025-01-29

Exact text from the filing

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”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

JACOBS SOLUTIONS INC.: Bylaws were amended and restated to reflect shareholder approval of the supermajority amendment regarding bylaw amendments (effective 2025-01-29).

Change: bylaw amendment
Effective: 2025-01-29

Exact text from the filing

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.

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JACOBS SOLUTIONS INC. filing history →

Source: SEC EDGAR

accession 0000052988-25-000011

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