The meeting will come to order. Good afternoon. I'm glad to welcome all of you to our 2026 Annual Meeting of Shareholders. I am Bob Pragada, Jacobs' CEO and Chair of the Board, and I'll be presiding over this meeting. I'm joined by other members of our board of directors. I would like to start by extending my sincere appreciation to Peter J. Robertson, who has retired from the board of directors after 16 years of distinguished service. His global perspective, industry insight, and leadership, particularly as a member of our Sustainability and Risk Committee and as Chair of the Human Resource and Compensation Committee, have made a lasting impact on Jacobs. I'm pleased to welcome Diane Bryant to our board of directors.
Diane brings extensive global leadership experience spanning technology, digital transformation, and enterprise-scale innovation, expertise that will further strengthen our board and accelerate Jacobs' strategy for long-term value creation. We're excited to have her insight, her energy, and her commitment to excellence guiding us forward. Joanne Caruso, our Chief Legal and Administrative Officer, is also with me today and will serve as the secretary of this meeting. Scott Wren from Ernst & Young, our outside auditors, is also joining us today. We're happy to be hosting our annual meeting in person again this year, and to also be offering the option for our shareholders to join us online, which we feel allows us to be more inclusive and reach a greater number of our shareholders. As is our custom, we will conduct the business portion of our meeting first, and then answer any shareholder questions at the end of the meeting.
Shareholders joining the meeting online may submit questions in the designated field on the meeting's web portal. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. Each of you with us here in person should have registered at the desk as you entered the meeting. If there are any of you who have not registered, please step over to the desk and sign the register at this time. Each of you should also have a copy of our agenda for the meeting. On the reverse side of the agenda are the rules of conduct for the meeting. For those joining the meeting online, an agenda has been posted on the web portal for the meeting, along with the rules of conduct.
To conduct an orderly meeting, we ask that the participants abide by these rules, including prohibiting the use of cameras, cell phones, or any other audio recording devices. I would like to note that in the unlikely event of a technology failure that prevents the business of the meeting from being conducted, the meeting may be expedited, recessed, or adjourned. Updates regarding any reconvening of the meeting will be available on our investor relations website. Mr. Michael Barbera of First Coast Results is appointed as the independent inspector of election to determine the number of shares held by shareholders present in person via the web portal or by proxy, and to count all votes cast at this meeting. Joanne, may we now have the secretary's report on the Record Date?
Good morning. An affidavit of distribution by an officer of Broadridge Financial Solutions, certifying that the notice of Internet availability, the proxy statement, and our annual report were duly mailed to shareholders of record commencing on December eighteenth, 2025. The listed shareholders as of the close of business on December third shows that the total number of shares of common stock entitled to vote at the meeting is 118,088,311. There are at least 104,035,217 shares of common stock represented by proxy at this meeting, which represents at least 51% of the total number of shares entitled to vote.
Thank you. A quorum is present for all purposes. There are three items of business to be voted on by the shareholders at this meeting. These items are discussed in the 2026 Proxy Statement. The proxies have been received and tabulated, and they will be voted by the proxy holders at this meeting in accordance with the terms of each proxy. The polls are now open. I will first introduce each of the proposals to be voted on at this meeting. Then the polls will close, and we will hear the preliminary report of the voting results from the secretary of the meeting, and thereafter, I'll adjourn the business part of the meeting. Any shareholder who hasn't voted yet or wishes to change their vote may do so now. For our shareholders here in person, please raise your hand, and a representative will distribute a ballot to you.
If you're joining us online and wish to vote or change your vote, you may do so now by clicking on the voting button on the web portal and following the instructions there. If you previously voted by proxy or via telephone or the internet, you do not need to vote today unless you wish to change your vote. We'll proceed with proposal one, the election of the 10 directors set forth in the Proxy Statement. I now declare the nominations open for directors.
My name is Shannon Miller, and I am a shareholder of the company. I would like to place Bob Pragada, Louis Pinkham, Priya Abani, Diane Bryant, Michael Collins, Manny Fernandez, Vice Admiral Mary Jackson, Georgette Kiser, Robert McNamara, and Julie Sloat in nomination for election as directors of the company to serve for one-year terms expiring at the 2027 annual meeting of shareholders.
My name is Patrick Hill, and I'm a shareholder of the company. I second the motion.
I move that those persons nominated as directors of the company be so elected.
... I second the motion.
It has been moved and seconded that those persons nominated to be elected as directors of the company to serve one-year terms expiring at the 2027 annual meeting of shareholders. The board of directors recommends that you vote for the election of each of the 10 nominees for director. The next item of business is Proposal Two, which is the advisory vote related to the company's executive compensation, as described in the proxy statement. Do I hear a motion?
I hereby move for advisory approval of Proposal Two, as described in the proxy statement.
I second the motion.
It has been moved and seconded that Proposal Two be approved. The board of directors recommends that you vote for this proposal. The next item of business is Proposal Three: the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the current fiscal year. Do I hear a motion?
I hereby move that Proposal 3, as described in the Proxy Statement, be approved.
I second the motion.
It has been moved and seconded that Proposal Three be approved. The board of directors recommends that you vote for this proposal. If you are voting today, you must submit your vote at this time in order for your vote to be counted by the Inspector of Election. The Inspector of Election will not consider ballots, proxies, or votes, or any changes or revocations thereof, submitted after closing of the polls. We will pause to give anyone a final chance to vote. Now that everyone has had an opportunity to vote, the polls are now closed. Joanne, please provide a report of the preliminary voting results for each proposal. These results are based on the proxies received by the opening of the polls at today's meeting.
Any votes cast in person or via the web portal at today's meeting, if any, will be added to the final tabulations of the votes.
Thank you, Bob. For Proposal 1, the election of directors, we have received proxies voting for each nominee, representing at least 97.03% of the votes cast, with no more than 2.96% voting against any nominee. For Proposal 2, relating to executive compensation, we have received proxies for approximately 96.56% of shares voting to approve the proposal. For Proposal 3, which is the ratification of the appointment of Ernst & Young LLP, we received proxies for approximately 93.83% of shares voting to approve the resolution.
Thank you, Joanne. Based on this report, and subject to the counting of any ballots presented at the meeting and the final confirmation of voting results by the Inspector of Election, I declare that all nominees for the election to the board have been duly elected, and that Proposals 2 and 3 have been approved. The final vote results will be included in the Form 8-K that will be filed within 4 business days after this meeting. This concludes the business portion of the shareholders' meeting. Following the adjournment of the meeting, I'll provide a report on the business of the company, after which you'll have an opportunity to ask questions about the company.
I move that this meeting be adjourned.
I second the motion.
Motion carried. I declare this meeting to be adjourned. With that, I'd like to present a report on the business of the company. Moving on to the next agenda item. I will now provide an overview on the company for fiscal year 2025. Fiscal year 2025 marked an inflection point for Jacobs, driven by organizational focus, strategic alignment, and positive momentum across markets with long-term tailwinds. In a dynamic global environment shaped by climate urgency, urbanization, geopolitical complexity, and AI-driven digital acceleration, clients turn to Jacobs for trusted guidance and integrated solutions. Grounded in deep domain expertise and a legacy of delivery, we help them support resilience and opportunity through science-based, digitally-enabled solutions, co-created with our clients and delivered through our culture of caring. In 2025, we launched a bold client-focus strategy to position Jacobs at the forefront of the world's most pressing challenges.
Jacobs now operates as a more focused organization, centered on delivering services and comprehensive solutions to the water and environmental, life sciences and advanced manufacturing, and critical infrastructure sectors. Our end markets represent long-term opportunities that demand multidisciplinary solutions, from clean water systems and advanced pharmaceuticals to resilient transportation and secure energy, we are building the essential systems for tomorrow. In fiscal 2025, we delivered strong results against a dynamic economic background, anchored by our commitment to disciplined fiscal management. Our collaboration with PA Consulting continues to drive growth and accelerate Jacobs' position as a leading provider of end-to-end lifecycle solutions, embedding us earlier in the client's journey and deepening our role in strategic advisory, innovation, and transformation.
We have subsequently announced our intention to acquire the remaining shares we do not currently own in PA, which is due to conclude in Q2 of fiscal year 2026, subject to closing regulatory conditions. While Jacobs has been deploying AI tools across client solutions for years, in 2025, we formalized our enterprise-wide approach with a company-wide AI roadmap, governance model, and go-to-market strategy. AI is central to how we scale delivery, enhance client value, and improve internal efficiency. Our people remain at the heart of our business. In 2025, we launched holistic and interconnected initiatives to strengthen talent development and employee experience, including our hybrid work model, reinforcing flexibility while maintaining strong client and team connection.
We launched Jacobs University, a global learning hub for skill building and leadership development, and introduced the Talent Work Marketplace, a new digital platform that enables employees to explore growth opportunities across Jacobs. As we look further into fiscal 2026, our ambition is clear. With strong execution and disciplined focus, we strive to grow in geographies and sectors aligned to strategic opportunities. We're focused on scaling our AI capabilities, optimizing our PA relationship, and delivering bold, future-focused solutions to the world's most complex challenges. We move forward with clarity, capability, and conviction. Before we start our question and answer period, I'd like to turn it over to Joanne Caruso for a brief comment.
Thank you, Bob. For those of you here in person, if you would like to ask a question to management, please raise your hand, and someone will bring a microphone to you. After you are recognized, please give your name and indicate whether you are a stockholder or a proxy for a stockholder. If you are joining the meeting online, please submit your question via the web portal. As a reminder, as set forth in our rules of conduct, in order to submit a question here in person or online, you must be either a stockholder of record or be named a proxy by a stockholder of record as of the Record Date of December 3, 2025. We've allotted 15 minutes for this question and answer period.
Out of consideration for others, please limit yourself to one question and no more than two minutes if you are attending this meeting in person. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. With that, I'll turn it back to Bob.
I will now open the floor for the question and answer period. Have we received any online questions?
No online questions have been received.
That concludes the question and answer period and the annual meeting. Thank you all for participating.
This concludes today's meeting. Thank you for joining. You may now disconnect.