JABIL INC 8-K

What Happened

• Jabil Inc. announced the voting results from its Annual Meeting of Stockholders held January 22, 2026. Five nominees were elected to the Board; two nominees, John C. Plant and N.V. “Tiger” Tyagarajan, did not receive a majority of votes and offered their resignations on January 23, 2026, subject to Board acceptance under the company’s resignation policy.
• The Nominating and Governance Committee will consider those resignations and recommend whether the Board should accept or reject them; the Board will publicly disclose its decision and rationale within 90 days after the Committee’s recommendation.
• Other items: Ernst & Young LLP was ratified as independent auditors; the company’s executive compensation (say-on-pay) was approved on an advisory basis; a stockholder proposal to allow shareholder action by written consent was not approved.

Key Details

• Director election votes (For / Against / Abstain / Non-Vote):
  • Anousheh Ansari: 85,421,545 / 1,723,670 / 163,459 / 9,067,264
  • Sujatha Chandrasekaran: 86,667,805 / 597,090 / 43,779 / 9,067,264
  • Michael Dastoor: 86,491,719 / 778,185 / 38,770 / 9,067,264
  • Christopher S. Holland: 78,592,407 / 8,679,911 / 36,356 / 9,067,264
  • John C. Plant: 13,973,878 / 73,295,834 / 38,962 / 9,067,264 (did not receive majority)
  • Steven A. Raymund: 77,111,812 / 10,159,306 / 37,556 / 9,067,264
  • N.V. “Tiger” Tyagarajan: 26,443,916 / 60,800,219 / 64,539 / 9,067,264 (did not receive majority)
• Auditor ratification: Ernst & Young LLP — 95,104,341 For; 1,226,018 Against; 45,579 Abstain.
• Advisory executive compensation vote (say-on-pay): 84,693,456 For; 2,457,288 Against; 157,930 Abstain; 9,067,264 Non-vote.
• Shareholder proposal “Shareholder Right to Act by Written Consent” failed: 33,551,092 For; 53,567,757 Against; 189,825 Abstain; 9,067,264 Non-vote.

Why It Matters

• Board composition could change: two directors who failed to receive majority support have submitted conditional resignations, triggering the company’s governance process and a Board decision to be disclosed within a specified timeline. This could affect Board oversight and future strategic direction.
• Ratification of the auditor and approval of executive compensation signal routine governance outcomes and shareholder sentiment on financial controls and pay practices; the failed written-consent proposal means shareholders will not gain the proposed ability to act by written consent.
• Investors should watch for the Committee’s recommendation and the Board’s public decision (to be disclosed within 90 days after the Committee’s recommendation) for clarity on governance and leadership implications.