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UNITED 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): March 28, 2024
Jacobs Solutions Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-7463 | 88-1121891 | ||
| (State or other jurisdiction of incorporation or organization) |
(SEC File No.) |
(IRS Employer Identification No.) |
1999 Bryan Street, Suite 3500
Dallas, Texas 75201
(Address of principal executive offices)(Zip code)
Registrant’s telephone number (including area code): (214) 583-8500
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 (see General Instruction A.2. below):
| ☐ | 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 |
Name of Each Exchange |
||
| Common Stock $1 par value | J | 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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On April 1, 2024, Jacobs Solutions Inc. (the “Company”) announced the departure of Claudia Jaramillo, Executive Vice President, Chief Financial Officer, effective April 15, 2024 (the “Effective Date”). Ms. Jaramillo’s departure was not the result of any dispute or disagreement with the Company relating to reported financial statements and related financial results.
The Company also announced that Kevin Berryman, age 65, currently Special Advisor to the Company’s Chief Executive Officer, has succeeded Ms. Jaramillo as the Company’s interim Chief Financial Officer, effective as of March 29, 2024. Mr. Berryman joined the Company in December 2014 and previously served as President and Chief Financial Officer of the Company until August 14, 2023, when he transitioned into his current position as Special Advisor to the Company’s Chief Executive Officer. The Company has initiated a search for a permanent chief financial officer with the assistance of an executive search firm.
In connection with Mr. Berryman’s appointment as interim Chief Financial Officer, he will continue to receive his current compensation.
Mr. Berryman does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K and there is no arrangement or understanding between Mr. Berryman and any other person pursuant to which Mr. Berryman was selected to serve as the Company’s interim Chief Financial Officer and principal financial officer. Mr. Berryman is not related to any member of the Board or any executive officer of the Company.
Item 7.01 Regulation FD Disclosure
On April 1, 2024, the Company issued a press release announcing Ms. Jaramillo’s departure and Mr. Berryman’s appointment, a copy of which is attached hereto as Exhibit 99.1.
The Company also reaffirmed its previously announced expectations for adjusted EBITDA and adjusted EPS for fiscal year 2024. As previously disclosed, these estimates exclude Restructuring, Transaction and Other Charges (as defined in our earnings announcement for the first fiscal quarter, this includes costs associated with the announced separation of the CMS and Cyber & Intelligence businesses) and assume contribution from the separated businesses for the full fiscal year. The Company will provide additional commentary on the fiscal year 2024 update, along with fiscal second quarter results, during its upcoming earnings call, currently scheduled for May 7, 2024.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements contained in this Form 8-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our expectations for our fiscal year 2024 adjusted EBITDA and adjusted EPS. We base these forward-looking statements on management’s 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 including, but not limited to, our plans to spin off and merge with Amentum our Critical Missions Solutions (“CMS”) business and portions of our Divergent Solutions business, including Cyber & Intelligence, in a proposed transaction that is intended to be tax-free to stockholders for U.S. federal income tax purposes, the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act and other legislation related to governmental spending, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the possibility of a recession or economic downturn, geopolitical events and conflicts, and the impact of any future pandemic or infectious disease outbreak, including the related reaction of governments on global and regional market conditions, among others. For a description of some additional factors that may occur that could cause actual results to differ from our forward-looking statements, see the discussions contained under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recently filed Annual Report on Form 10-K, and Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 1 - Legal Proceedings; and Item 1A - Risk Factors in our most recently filed Quarterly Report on Form 10-Q, as well as the Company’s other filings with the Securities and Exchange Commission. The Company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | ||
| 99.1 | Press Release, dated as of April 1, 2024, announcing Chief Financial Officer transition. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 Solutions Inc. | ||||||
| Date: April 1, 2024 | By: | /s/ Bob Pragada |
||||
| Bob Pragada | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
|
|
1999 Bryan Street, Suite 3500 Dallas, Texas 75201 +1 214.583.8500 |
Press Release
| FOR IMMEDIATE RELEASE |
Jacobs Announces CFO Transition
Former Jacobs Chief Financial Officer, Kevin Berryman, Appointed Interim Chief Financial Officer
Company Reaffirms Fiscal Year 2024 Outlook
DALLAS, April 1, 2024 – Jacobs Solutions Inc. (NYSE: J) today announced that Kevin Berryman, previously President and Chief Financial Officer and currently Special Advisor to Jacobs’ Chief Executive Officer Bob Pragada, has been appointed interim Chief Financial Officer effective March 29, 2024. Berryman succeeds Claudia Jaramillo who is departing the Company to pursue other opportunities. Jacobs has initiated a search for a permanent CFO with the assistance of an executive search firm.
Pragada said, “Kevin has been an outstanding contributor and a valuable member of Jacobs’ executive leadership team having served as our CFO for over 9 years, during a period of significant transformation and growth. Over the last several months he has been providing strategic and collaborative leadership in overseeing the separation of our Critical Mission Solutions and Cyber & Intelligence businesses. As we build on the strong momentum across the Company and execute our strategy to create a more streamlied, higher growth, higher margin portfolio, I am pleased to tap into Kevin’s continued support and experience as interim CFO.”
“Serving as CFO of Jacobs was one of the most rewarding roles of my career. I look forward to working closely alongside Bob and the Jacobs team once again as interim CFO,” said Berryman. “Actions being taken to optimize the Company’s cost structure and accelerate profitable growth and margin expansion are delivering positive results, as the most recently reported quarter shows. I am committed to ensuring we continue to deliver on our financial and operating objectives during the transition period to a new CFO.”
Pragada continued, “On behalf of Jacobs, we appreciate Claudia’s work over the last two years, and we wish her well in her future endeavors.”
The Company also reaffirmed its previously announced expectations for adjusted EBITDA and adjusted EPS for fiscal year 2024. As previously disclosed, these estimates exclude Restructuring, Transaction and Other Charges (as defined in our earnings announcement for the first fiscal quarter, this includes costs associated with the announced separation of the CMS and Cyber & Intelligence businesses) and assume contribution from the separated businesses for the full fiscal year. The Company will provide additional commentary on the fiscal year 2024 update, along with fiscal second quarter results, during its upcoming earnings call, currently scheduled for May 7, 2024.
About Kevin Berryman
Berryman joined Jacobs as Executive Vice President and CFO in 2014. He was appointed President and CFO in November 2019, serving in that role until August 2023, when he was named Special Advisor to the CEO. As CFO, Berryman’s responsibilities included all aspects of corporate finance, including accounting, strategy, capital allocation, mergers and acquisitions, global business services, tax, information technology, real estate functions and investor relations. In addition, he oversaw internal audit and enterprise business services.
Before joining Jacobs, Berryman spent nearly six years as CFO of International Flavors and Fragrances Inc., an S&P 500 company and global creator of flavors and fragrances. Prior to that, he worked at Nestlé for 25 years, where he held various financial and operational roles including treasury, M&A, strategic planning and CFO of Nestlé’s largest acquisition, Ralston Purina.
Berryman is a member of the boards of directors of Sealed Air Corporation, a packing solutions company and ITT inc (NYSE:ITT), a manufacturer of highly engineered critical components and technology solutions. He earned a Bachelor of Arts degree in economics from Occidental College and a Master of Business Administration degree in finance from The University of California, Los Angeles.
About Jacobs
At Jacobs, we’re challenging today to reinvent tomorrow by solving the world’s most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge manufacturing, turning abstract ideas into realities that transform the world for good. With approximately $16 billion in annual revenue and a talent force of more than 60,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sector. Visit jacobs.com and connect with Jacobs on Facebook, Instagram, LinkedIn and X.
Certain statements contained in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our expectations for our fiscal year 2024 adjusted EBITDA and adjusted EPS, as well as statements regarding the effectiveness of actions being taken to optimize the Company’s cost structure and accelerate profitable growth and margin expansion. We base these forward-looking statements on management’s 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 including, but not limited to, our plans to spin off and merge with Amentum our Critical Missions Solutions (“CMS”) business and portions of our Divergent Solutions business, including Cybersecurity & Intelligence, in a proposed transaction that is intended to be tax-free to stockholders for U.S. federal income tax purposes, the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act and other legislation related to governmental spending, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the possibility of a recession or economic downturn, geopolitical events and conflicts, and the impact of any future pandemic or infectious disease outbreak, including the related reaction of governments on global and regional market conditions, among others.
For a description of some additional factors that may occur that could cause actual results to differ from our forward-looking statements, see the discussions contained under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recently filed Annual Report on Form 10-K, and Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 1 - Legal Proceedings; and Item 1A - Risk Factors in our most recently filed Quarterly Report on Form 10-Q, as well as the company’s other filings with the Securities and Exchange Commission. The company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.
Investors:
Ayan Banerjee
JacobsIR@jacobs.com
Media:
Louise White
Cell – 469-724-0810
louise.white@jacobs.com
