Jacobs Engineering Group Inc. (NYSE:JEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Election of New Director

On January19, 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) 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 to which Mr.McNamara was
appointed as a director of the Company.

On January19, 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 November17,
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 January19, 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 December9, 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 November17, 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 January19,
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 January18, 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. 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 December1,
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.

On January19, 2017, the Board amended and restated the Companys
bylaws to amend Section3.02 to reduce the authorized number of
directors from eleven to ten directors in connection with
Mr.Watsons and Mr.Coynes leaving the Board, as previously
disclosed in the Proxy Statement, and the election of Mr.McNamara
to the Board. The foregoing summary is qualified in its entirety
by reference to the complete text of the Amended and Restated
Bylaws, which is filed as Exhibit 3.1 to this report and
incorporated herein by reference.

On January19, 2017, the Company held its annual meeting of
shareholders, at which the following items were voted upon:

Proposal No.1: Election of Directors

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

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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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 September29, 2017

There were no broker non-votes on the proposal.

Proposal No.5: Advisory Vote to Approve the Companys
Executive Compensation

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

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.

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About Jacobs Engineering Group Inc. (NYSE:JEC)

Jacobs Engineering Group Inc. is a technical professional services company. The Company provides a range of technical, professional and construction services to industrial, commercial and governmental clients. The Company’s services include Project Services; Process, Scientific, and Systems Consulting Services; Construction Services, and Operations and Maintenance Services. It operates four lines of business (LOBs): Petroleum and Chemicals; Buildings and Infrastructure; Aerospace and Technology, and Industrial. It caters its services to various sectors, such as oil and gas exploration, production and refining; chemicals and polymers; programs for various national governments, including aerospace, defense, and environmental programs; buildings; infrastructure and telecommunications; mining and minerals; pharmaceuticals and biotechnology; power; pulp and paper; technology and manufacturing, and food and consumer products.

Jacobs Engineering Group Inc. (NYSE:JEC) Recent Trading Information

Jacobs Engineering Group Inc. (NYSE:JEC) closed its last trading session up +1.63 at 61.75 with 992,129 shares trading hands.