Form 8-K JACOBS ENGINEERING GROUP For: Nov 14
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 14, 2014
Jacobs Engineering Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 1-7463 | 95-4081636 |
(State of incorporation) | (SEC File No.) | (IRS Employer identification number) |
155 North Lake Avenue, Pasadena, California | 91101 |
(Address of principal executive offices) | (Zip code) |
Registrant's telephone number (including area code): (626) 578-3500
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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(b)����On November 14, 2014, Jacobs Engineering Group�Inc. (the Company ), announced that it entered into a letter agreement (the Offer Letter ) with Mr. Kevin C. Berryman providing for Mr. Berrymans service as the Companys Executive Vice President and Chief Financial Officer. Mr. Berryman is expected to assume the role of Chief Financial Officer effective January 5, 2015.
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Before joining the Company, Mr. Berryman, age 55, served as Executive Vice President and Chief Financial Officer of International Flavors and Fragrances Inc., an S&P 500 company and leading global creator of flavors and fragrances used in a wide variety of consumer products, for five years. Prior to joining International Flavors and Fragrances, Mr. Berryman spent 25 years at Nestl� in a number of finance roles including treasury, mergers & acquisitions, strategic planning, and control. Recent roles at Nestl� included Senior Vice President and Controller of the Nestl� Group, and CFO of Nestl� Purina.
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As compensation for his services as Executive Vice President and Chief Financial Officer, Mr.�Berryman will receive an annual base salary of $750,000 and will be eligible to participate in the Companys Incentive Bonus Plan with a bonus opportunity equal to 104%, with any bonus payout dependent on performance and the other terms and conditions of the Incentive Bonus Plan. Mr. Berrymans bonus for fiscal year 2015, if any, will be pro-rated based on his start date. Mr. Berryman will also receive a sign-on bonus of $2,000,000, with $1,500,000 of such bonus to be paid within 30 days of Mr. Berrymans start date and the remaining $500,000 to be paid within 30 days of the one-year anniversary of Mr. Berrymans hire date. However, if Mr. Berryman voluntarily separates from the Company without good reason (as defined in Section 409A of the Internal Revenue Code of 1986, as amended) or is discharged by the Company for cause (as defined in the Offer Letter) within one year of either sign-on bonus payment, Mr. Berryman must reimburse the Company the amount of such payment. Additionally, Mr. Berryman forfeits the right to the second payment if he voluntarily separates from the Company prior to receipt thereof. If Mr. Berryman is terminated without cause he is entitled to retain any sign-on bonus payments received as of the date of such termination and, if such termination without cause occurs within the first year of employment, Mr. Berryman will also receive severance of one-years base salary.
Mr. Berryman will also receive a grant of restricted stock valued at $5,250,000 which vests in 40%, 40% and 20% increments on the first, second and third anniversary of the award date, respectively. The specific number of restricted shares will be determined based on the closing price of a share of Company common stock on the award date. Mr. Berryman will also participate in the Companys annual equity program commensurate with the award level granted to Executive Vice Presidents, subject to the approval of the Companys Human Resource and Compensation Committee. Mr. Berrymans will receive a 2014 Executive Vice President equity award of 24,000 stock options vesting in four equal installments on the first four anniversaries of the grant date, 8,000 performance shares based on net earnings growth and 8,000 performance shares based on relative total shareholder return, with the performance shares subject to a vesting period ending in May 2017.
Mr. Berryman will also be eligible for other benefits including participation in the Companys Executive Deferral Plan, relocation assistance, five weeks of paid time off and healthcare benefits. The Company also agreed to cover any placement fees relating to Mr. Berrymans placement on an external board at a future time to be determined by the Company.
The foregoing summary of the Offer Letter is not complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
On November 14, 2014, the Company issued a press release announcing the hiring of Mr.�Berryman as Executive Vice President and Chief Financial Officer, a copy of which is attached hereto as Exhibit�99.1.
Item 9.01 Financial Statements and Exhibits
(d)����Exhibits:
The following exhibit is furnished as part of this Report pursuant to Item 5.02.
99.1 | Press Release dated November 14, 2014 announcing the Company's the hiring of Mr. Berryman as Executive Vice President and Chief Financial Officer |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JACOBS ENGINEERING GROUP INC.
By:����_/s/John W. Prosser, Jr.�����������������������������
Name:����John W. Prosser, Jr.
Title:����Executive Vice President, Finance and Administration ���� ����
Date:����November 14, 2014
Exhibit 99.1
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155 North Lake Avenue 91101 | |
PO Box 7084 | |
Pasadena, California 91109-7084 | |
1.626.578.3500 Fax 1.626.578.7144 | |
Press Release
FOR IMMEDIATE RELEASE | November 14, 2014 |
For additional information contact:
John W. Prosser, Jr.
Executive Vice President, Finance and Administration
626.578.6803
Jacobs Appoints Kevin Berryman Executive Vice President and Chief Financial Officer
PASADENA, CALIF. - Jacobs Engineering Group Inc. (NYSE: JEC) announced today that Kevin Berryman is joining the company as Executive Vice President (EVP) and Chief Financial Officer (CFO). Mr. Berryman, who brings 33 years of finance leadership in global publicly traded companies, will assume his new role effective January 5, 2015.
At Jacobs Mr. Berryman will oversee all aspects of corporate finance including accounting, investor relations, mergers and acquisitions, global supply management, and real estate functions. He will report to the President and Chief Executive Officer, Craig Martin.
For the past five years Mr. Berryman has served as EVP and CFO at International Flavors and Fragrances Inc., an S&P 500 company and leading global creator of flavors and fragrances used in a wide variety of consumer products. Prior to that, he spent 25 years at Nestl� in a number of finance roles including treasury, mergers & acquisitions, strategic planning, and control. Recent roles at Nestl� included Senior Vice President and Controller of the Nestl� Group, and CFO of Nestl� Purina, where he supported the integration of Nestl�s largest acquisition, Ralston Purina, into the Nestl� operations.
In making the announcement, Jacobs President and Chief Executive Officer Craig Martin stated, I am particularly pleased to have an executive of Kevins caliber joining our company and senior management team. Kevin has a strong international background and well-demonstrated leadership abilities in finance, business operations, sales, and strategic decision making. We look forward to benefitting from his expertise and fresh perspective on our business.
In September, Jacobs announced the planned retirement of its EVP Finance and Administration John Prosser, who has been with the company for 40 years. Mr. Prosser will continue at Jacobs until the end of January 2015 to work with Mr. Berryman on the transition of his role, and then plans to remain available as needed. Craig Martin went on to say, John has done an extraordinary job in his 30 years as our CFO.� I am confident Kevin can build and expand upon Johns legacy. �
Jacobs is one of the world's largest and most diverse providers of technical professional and construction services.
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Exhibit 99.1
Statements made in this release that are not based on historical fact are forward-looking statements. We base these forward-looking statements on managements current estimates and expectations as well as currently available competitive, financial and economic data. Forward-looking statements, however, are inherently uncertain. There are a variety of factors that could cause business results to differ materially from our forward-looking statements.�For a description of some of the factors which may occur that could cause actual results to differ from our forward-looking statements please refer to our 2013 Form 10-K, and in particular the discussions contained under Items 1 - Business, 1A - Risk Factors, 3 - Legal Proceedings, and 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.� We do not undertake to update any forward-looking statements made herein.
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