01—Abstract
Summary
Summary of the 8-K filed January 27, 2026. Cited figures are marked; the original filing is the authoritative source.
At its Annual Meeting of Stockholders held on January 22, 2026, Jabil Inc. shareholders elected five of seven board nominees: Anousheh Ansari, Sujatha Chandrasekaran, Michael Dastoor, Christopher S.
Holland and Steven A. Raymund. Directors John C.
Plant and N.V. "Tiger" Tyagarajan did not receive a majority of votes cast for their election, with 73,295,834 and 60,800,219 votes against them, respectively. Under the company's director resignation policy in its Amended and Restated By-Laws, both offered their resignations on January 23, 2026, conditioned on Board acceptance.
The Nominating and Governance Committee will consider the resignations and make a recommendation, and the Board will act on that recommendation and publicly disclose its decision and rationale within 90 days of the Committee's recommendation. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2026, with 95,104,341 votes for and 1,226,018 against. The advisory vote on executive compensation was approved, with 84,693,456 votes for and 2,457,288 against.
A stockholder proposal titled "Shareholder Right to Act by Written Consent" was not approved, receiving 33,551,092 votes for and 53,567,757 against. For investors, the key items are the board-level governance development involving two incumbent directors who failed the majority-vote standard and the pending Board decision on their resignations. The auditor ratification and say-on-pay results were favorable to management, and the shareholder proposal on written consent did not pass.
02—Key points
Key Highlights
- Annual Meeting held January 22, 2026; Proxy Statement dated December 12, 2025 covered four proposals.
- Directors John C. Plant and N.V. "Tiger" Tyagarajan did not receive a majority of votes cast; Plant received 13,973,878 votes for and 73,295,834 against, and Tyagarajan received 26,443,916 for and 60,800,219 against.
- Plant and Tyagarajan offered conditional resignations on January 23, 2026, under the Resignation Policy in the Amended and Restated By-Laws.
- The Nominating and Governance Committee will recommend whether the Board should accept or reject the resignations, and the Board will publicly disclose its decision and rationale within 90 days of the Committee's recommendation.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending August 31, 2026, with 95,104,341 votes for and 1,226,018 against.
- Advisory say-on-pay proposal was approved with 84,693,456 votes for and 2,457,288 against.
- The stockholder proposal "Shareholder Right to Act by Written Consent" was not approved, with 33,551,092 votes for and 53,567,757 against.
03—Questions
Frequently Asked Questions
Why did John Plant and Tiger Tyagarajan offer to resign from the Board?
Under the Company's director resignation policy in its Amended and Restated By-Laws, a director who does not receive a majority of votes cast for election must offer a resignation. Both Mr. Plant and Mr. Tyagarajan did not receive that majority and offered their resignations on January 23, 2026, conditioned on Board acceptance.
What happens next with the two director resignation offers?
The Nominating and Governance Committee will consider the resignations and recommend to the Board whether to accept or reject them. The Board will act on the Committee's recommendation and publicly disclose its decision and rationale within 90 days following that recommendation.
Did shareholders approve the company's auditor?
Yes. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2026, with 95,104,341 votes for, 1,226,018 against and 45,579 abstentions.
How did shareholders vote on executive compensation?
The advisory vote on executive compensation was approved, with 84,693,456 votes for, 2,457,288 against, 157,930 abstentions and 9,067,264 broker non-votes.
What was the outcome of the written consent shareholder proposal?
The proposal entitled "Shareholder Right to Act by Written Consent" was not approved. It received 33,551,092 votes for, 53,567,757 against and 189,825 abstentions, with 9,067,264 non-votes.
04—Continue