8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 16, 2019

 

 

Jabil Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14063   38-1886260

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

10560 Dr. Martin Luther King, Jr. Street North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (727) 577-9749

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   JBL   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2019, the Board of Directors (“Board”) of Jabil Inc. (“Jabil”), increased the size of the Board from nine to ten directors and appointed Kathleen A. Walters to the Board, effective immediately and continuing until the next annual meeting of shareholders or until her successor is duly elected and qualified. Ms. Walters’ committee assignments are expected to be made by the Board at its next regularly scheduled meeting. The Board has determined that Ms. Walters is independent under the standards of the New York Stock Exchange and other governing laws and applicable regulations.

Pursuant to the Board’s standard compensation policy for non-employee directors, Ms. Walters will receive an annual cash retainer of $65,000 and $210,000 in time-based restricted stock units under the 2011 Stock Award and Incentive Plan vesting, subject to certain requirements, on October 17, 2020.

Other than the compensation from the registrant set forth in the preceding paragraph, no arrangement or understanding exists between Ms. Walters and any other persons, pursuant to which Ms. Walters was elected as a director. In addition, there are no transactions in which Ms. Walters has an interest that would require disclosure under Item 404(a) of Regulation S-K.

The Company issued a press release announcing the appointment of Ms. Walters, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

The following exhibit is furnished herewith:

 

Exhibit

    No.    

  

Description

99.1    Press Release dated October 16, 2019


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    JABIL INC.
October 22, 2019     By:  

/s/ Susan Wagner-Fleming

      Susan Wagner-Fleming
      Vice President, Corporate Secretary and Deputy General Counsel
EX-99.1

Exhibit 99.1

 

LOGO

Jabil Announces Appointment of New Director

ST. PETERSBURG, Fla – October 16, 2019 – Today, Jabil Inc. (NYSE: JBL), announced Kathleen A. Walters has been appointed to the Jabil Board of Directors.

“We are pleased to announce that Kathy Walters has rejoined our Board,” said Tim Main, Jabil’s Chairman of the Board. “Kathy’s many years of extensive operating experience, both domestically and internationally, coupled with her proven track record of driving growth through effective business strategies and operational efficiencies, make Kathy a great addition to our Board,” he added.

Ms. Walters previously served as an independent director on Jabil’s Board of Directors from 2005-2011, when she served as the chair of the Compensation Committee and on other special committees of the Board.

“I’m excited to rejoin the Board of Directors of Jabil,” said Walters. “I’ve closely followed the company’s success over the past nine years. During that time, the company has grown considerably and now serves several new and exciting end-markets. Moving ahead, I believe my background in both manufacturing and consumer products aligns well with the strategic direction of the company and I welcome another opportunity to contribute as a member of the Board.”

Ms. Walters was an executive at Georgia-Pacific Corp (GP) from 2004 until her retirement in June 2019, serving her last 12 years as the executive vice president and group president, leading the consumer products group. She also served three years as president of the North American Commercial Business for GP. Before joining GP, Ms. Walters served as president and chief executive officer of Sappi Fine Paper North America. Prior to that, she held several key leadership positions in Europe and the United States for Kimberly-Clark Corporation and Scott Paper Company. Walters is chairman of the Board of Trustees for Syracuse University and a member of the Board’s executive committee. She also is a member of the Boards of the Georgia Aquarium and the World Affairs Council of Atlanta. She holds a bachelor’s degree in mathematics from Syracuse University, as well as a Master of Business Administration in finance and strategic planning from the University of Pennsylvania, Wharton Business School.

“Kathy’s familiarity with Jabil, and extensive experience in leading global businesses, make her uniquely qualified for Jabil’s board,” said Tom Sansone, Jabil’s Vice Chairman of the Board. “We are very pleased to have Kathy rejoin our Board, and we look forward to her valuable perspectives and contributions to Jabil’s continued success.”


About Jabil: Jabil (NYSE: JBL) is a manufacturing solutions provider that delivers comprehensive design, manufacturing, supply chain and product management services. Leveraging the power of over 200,000 people across 100 sites strategically located around the world, Jabil simplifies complexity and delivers value in a broad range of industries, enabling innovation, growth and customer success. For more information, visit jabil.com.

Investor Contact:

Adam Berry

Vice President, Investor Relations

Investor_Relations@jabil.com

Media Contact:

Michelle Smith

Vice President, Corporate Communications

Michelle_Smith@jabil.com