UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~PURSUANT ofTO ~~Report (Date of earliest event reported): December~~SECTION 13, ~~2017~~OR 15(D)

~~CH2M~~OF ~~HILL~~THE ~~COMPANIES, LTD.~~SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 15, 2017

Commission File Number 000-27261

CH2M HILL Companies, Ltd.

(Exact name of registrant as specified in its charter)

Delaware	~~000~~93-~~27261~~0549963	~~93-0549963~~
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)
9191 South Jamaica Street,
Englewood, CO	80112-5946
(Address of principal executive offices)	(Zip code)

9191 South Jamaica Street
Englewood, Colorado		80112-5946
(Address of principal executive offices)		(Zip Code)

(303) 771-0900
(Registrant’s telephone number, including area code)

Registrant’s telephone number, including area code: (303) 771-0900

N/A (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:

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

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

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

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

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 o

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. o

Item 57.0701 ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

On December 15, 2017, CH2M HILL Companies, Ltd., a Delaware corporation (“CH2M” or the “Company”) ~~held its Special Meeting of Stockholders on December 13~~, ~~2017~~merged (the “~~Special Meeting~~Merger”)~~. The~~ ~~holders~~with ofand ~~record~~into ofBasketball ~~shares~~Merger ofSub ~~common stock, par value $0~~Inc.01 ~~per share, of CH2M~~ (“~~Common~~Merger ~~Stock~~Sub”), ~~and~~a ~~shares~~Delaware ofcorporation ~~Series A~~and ~~preferred~~wholly-owned ~~stock,~~subsidiary ~~par~~of ~~value~~Jacobs ~~$0.01~~Engineering ~~per~~Group ~~share~~Inc., ofa ~~CH2M~~Delaware corporation (“~~Preferred Stock~~Jacobs”), atin ~~the~~accordance ~~close~~with ofthe ~~business~~terms ~~on November 8~~of, ~~2017~~and ~~(the~~pursuant ~~“Record Date”) were entitled~~ to, ~~vote at~~ the ~~Special~~Agreement ~~Meeting.~~and AsPlan of Merger (the ~~Record~~“Merger ~~Date~~Agreement”), ~~there~~dated ~~were~~as ~~24,600,078 shares~~ of ~~Common~~August 1, ~~Stock and 4~~2017,~~821,600~~ ~~shares~~by ofand ~~Preferred~~among ~~Stock outstanding. On the Record Date~~CH2M, ~~the~~Jacobs ~~CH2M~~and ~~Preferred~~Merger ~~Stock was convertible into 5~~Sub,~~379,140~~ ~~shares~~and ofconsistent ~~Common Stock (together~~ with the ~~24,600,078~~disclosure ~~shares~~contained ofin ~~Common~~the ~~Stock,~~proxy ~~the~~statement/prospectus ~~“Voting~~that ~~Stock”).~~forms ~~Each~~a ~~holder~~part of ~~Common~~the ~~Stock~~Registration ~~and~~Statement ~~Preferred~~on ~~Stock is entitled to one (1)~~Form ~~vote~~S-4 ~~for each share of Common Stock and each share of Preferred Stock~~ (onRegistration ~~an as~~No. 333-~~converted basis~~220524) ~~owned~~filed asby ofJacobs ~~the~~with ~~Record Date at~~ the ~~Special~~Securities ~~Meeting. At~~and ~~the~~Exchange ~~Special~~Commission ~~Meeting,~~on 29November 9,~~014,149~~ 2017.~~140256~~ On ~~shares~~December 18, ~~of Voting Stock were present or represented by proxy; therefore~~2017, athe ~~quorum~~Company ~~was~~expects ~~present. CH2M’s~~to ~~stockholders~~file ~~voted~~additional ondetailed ~~three~~information ~~proposals,~~regarding ~~all of which were approved by~~ the ~~requisite~~consummation ~~vote~~ of the ~~Company’s~~Merger ~~stockholders. The~~on ~~final voting results for the proposals are set forth below~~Form 8-K.

Proposal 1: To approve, direct and adopt the Agreement and Plan of Merger, dated as of August 1, 2017, by and among Jacobs Engineering Group Inc., a Delaware corporation (“Parent”), Basketball Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and CH2M (the “Merger Agreement”), pursuant to which, upon the satisfaction or waiver of the conditions to closing set forth therein, Merger Sub will merge with and into CH2M (the “Merger”), with CH2M surviving the Merger as a subsidiary of Parent (the “Merger Proposal”).2

For		Against		Abstain
95.57%		0.98%		0.23%

SIGNATURES

~~Proposal~~Pursuant 2:to ~~To approve~~ the ~~adjournment~~requirements of the ~~Special~~Securities ~~Meeting,~~Exchange ifAct ~~necessary, to solicit additional proxies in favor~~ of ~~the~~1934, ~~Merger~~as ~~Proposal~~amended, ifthe ~~there~~registrant ~~are~~has ~~not~~duly ~~sufficient~~caused ~~votes~~this atreport ~~the~~to ~~time~~be ofsigned ~~the~~on ~~Special~~its ~~Meeting~~behalf toby ~~adopt~~ the ~~Merger~~undersigned ~~Agreement~~hereunto duly authorized.

For		Against	Abstain
	CH2M HILL COMPANIES, LTD.
98.25%		1.75%	0%
Dated: December 15, 2017	/s/ Kevin C. Berryman
	Name: Kevin C. Berryman
	Title: Treasurer

~~Proposal~~ 3~~: To approve on a non-binding, advisory basis, certain compensation that will or may become payable to the named executive officers of the Company that is based on or otherwise relates to the Merger.~~

For		Against		Abstain
72.42%		27.58%		0%

Item 8.01 Other Events.

On December 13, 2017, CH2M and Jacobs issued a joint press release. The joint press release announced receipt of the requisite stockholder approval for the Merger Proposal and announced the preliminary results of the elections made by CH2M stockholders regarding the form of merger consideration to be received in connection with the pending Merger. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press release, dated December 13, 2017.

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.

	CH2M HILL COMPANIES, LTD.
Dated: December 13, 2017
	/s/ Thomas M. McCoy
	Name: Thomas M. McCoy
	Title: Executive Vice President, General Counsel and Corporate Secretary

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