Jabil (JBL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 23, 2025, will be held virtually; record date is November 29, 2024.

• Key FY2024 results: $28.9B net revenue, $2.0B GAAP operating income, $1.6B core operating income, $1.7B net cash from operations.

• Company navigated a dynamic environment, including the divestiture of the Mobility business.

Voting matters and shareholder proposals

• Election of nine directors to serve until the next annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for FY2025.

• Advisory vote on executive compensation (say-on-pay).

• Two shareholder proposals: (1) policy on excessive golden parachutes, (2) director election resignation governance guideline; board recommends voting against both.

Board of directors and corporate governance

• Board consists of nine nominees, majority independent, with diverse backgrounds and skills.

• Board committees: Audit, Compensation, Nominating & Corporate Governance, Cybersecurity; all committees are fully independent.

• Lead Independent Director role established; annual board and committee evaluations conducted.

• Stock ownership requirements for directors and executives; majority voting standard for directors in uncontested elections.

• Bylaws amended in 2024 to lower the threshold for stockholders to call special meetings from 50% to 25%.