Jabil keeps two directors after failed vote

Jabil Inc. explains that directors John Plant and Tiger Tyagarajan failed to receive a majority of votes cast at the 2026 annual stockholders meeting and, under company bylaws, submitted conditional resignations.

Rhea-AI Filing Summary

Jabil Inc. explains that directors John Plant and Tiger Tyagarajan failed to receive a majority of votes cast at the 2026 annual stockholders meeting and, under company bylaws, submitted conditional resignations. The Nominating and Corporate Governance Committee reviewed their attendance, engagement, qualifications, and committee contributions.

The Board noted both directors historically had strong attendance and have attended more than 75% of regularly scheduled Board and committee meetings so far in fiscal 2026. It highlighted Mr. Plant’s institutional knowledge and financial and manufacturing expertise, and Mr. Tyagarajan’s experience in digital transformation and AI. The Board decided their continued service is in the best interests of the company and stockholders, rejected their resignations, and confirmed they will serve until the 2027 annual meeting unless they resign earlier or are removed.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Form type: Form 8-K Fiscal year 2026 attendance: More than 75% of meetings Director service end point: 2027 Annual Meeting +2 more

5 metrics

Form type Form 8-K Item 8.01 Other Events

Fiscal year 2026 attendance More than 75% of meetings Board and committee meetings attended by each director to date in fiscal 2026

Director service end point 2027 Annual Meeting Planned end of current board terms absent earlier resignation or removal

Director tenure - Plant Director since 2016 Years of board service contributing institutional knowledge and expertise

Director tenure - Tyagarajan Director since 2024 Recent addition supporting digital and analytics expertise and board refresh

Key Terms

Nominating and Corporate Governance Committee, conditional resignations, majority of the votes cast, audit committee financial experts, +1 more

5 terms

Nominating and Corporate Governance Committee financial

"The Nominating and Corporate Governance Committee (the “N&CG Committee”) evaluated each resignation"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

conditional resignations financial

"tendered their conditional resignations from the Board of Directors"

majority of the votes cast financial

"did not receive a majority of the votes cast in the election of directors"

audit committee financial experts financial

"including as one of the Company’s audit committee financial experts"

corporate governance guidelines financial

"consistent with the Company’s corporate governance guidelines"

A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board decision did Jabil (JBL) disclose about directors John Plant and Tiger Tyagarajan?

Jabil’s Board decided to keep directors John Plant and Tiger Tyagarajan after they failed to win majority support at the 2026 annual meeting. Following a committee review, the Board rejected their conditional resignations and determined their continued service is in stockholders’ best interests.

Why did Jabil (JBL) directors Plant and Tyagarajan tender conditional resignations?

They tendered conditional resignations because each did not receive a majority of the votes cast in the election of directors at Jabil’s 2026 annual stockholders meeting. The company’s bylaws require such directors to offer resignations for Board consideration in this situation.

What factors did Jabil (JBL) consider in deciding to retain Plant and Tyagarajan on the board?

The Board and Nominating and Corporate Governance Committee considered attendance, engagement, overall qualifications, committee contributions, and whether accepting the resignations would serve stockholders’ best interests. They highlighted historical strong attendance, more than 75% meeting attendance in fiscal 2026, and each director’s specific expertise.

How did Jabil (JBL) assess Plant and Tyagarajan’s attendance and engagement?

Jabil noted both directors historically maintained strong attendance before fiscal 2025 and, in fiscal 2026 to date, each attended more than 75% of regularly scheduled Board and committee meetings. The Board also cited their ongoing engagement and commitments to attend all future meetings absent unforeseen circumstances.

What experience does John Plant bring to Jabil’s (JBL) board according to the filing?

John Plant has served as a director since 2016, providing substantial institutional knowledge and significant financial, operational, and industry expertise. He is one of Jabil’s audit committee financial experts and has extensive leadership experience in global manufacturing and transportation-related end markets.

What expertise does Tiger Tyagarajan contribute to Jabil (JBL) as a director?

Tiger Tyagarajan, a director since 2024, contributes deep experience in digital transformation, data analytics, artificial intelligence, and global enterprise operations. His background includes serving as President and CEO of Genpact Ltd. and participation in Jabil’s board refreshment efforts on the Nominating and Corporate Governance Committee.

How long will Plant and Tyagarajan continue to serve on Jabil’s (JBL) board?

Both directors will continue to serve as members of Jabil’s Board and their respective committees until the company’s 2027 Annual Meeting of Stockholders. Their service could end earlier if they resign or are removed before that meeting, consistent with corporate governance practices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 05:00 PM EDT Learn about SEC filing dates

JABIL INC false 0000898293 0000898293 2026-04-22 2026-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 22, 2026

Jabil Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-14063		38-1886260
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (727) 577-9749

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		JBL		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 8.01 Other Events.

As previously disclosed, each of John Plant and Tiger Tyagarajan did not receive a majority of the votes cast in the election of directors at the Company’s 2026 annual meeting of stockholders (the “2026 Stockholders Meeting”) and, in accordance with the Company’s bylaws, tendered their conditional resignations from the Board of Directors (the “Board”). The Nominating and Corporate Governance Committee (the “N&CG Committee”) evaluated each resignation and recommended to the Board that the resignations be rejected. Mr. Plant and Mr. Tyagarajan did not participate in the N&CG Committee’s review or the Board’s determination with respect to their respective resignation offers.

In making its determinations, the N&CG Committee and the Board each considered a number of factors it deemed relevant, including each director’s attendance and engagement, overall qualifications, contributions to the Board and its standing committees and whether acceptance of the resignation would be in the best interests of the Company and its stockholders.

In considering attendance and engagement, the N&CG Committee and the Board noted that both Mr. Plant and Mr. Tyagarajan historically maintained strong attendance records prior to the 2025 fiscal year. The Board also took into account that, to date in fiscal year 2026 (which began in September 2025), each has attended more than 75% of the regularly scheduled meetings of the Board and the committees on which they serve. The Board further considered that each director has remained engaged in Board and committee matters and committed to making every reasonable effort to attend all future meetings, absent unforeseen circumstances, consistent with the Company’s corporate governance guidelines.

The N&CG Committee and the Board also considered the experience, expertise, and contributions of each director. Mr. Plant, who has served as a director since 2016, provides substantial institutional knowledge and significant financial, operational and industry expertise, including as one of the Company’s audit committee financial experts and through his extensive leadership experience in global manufacturing and transportation-related end markets. Mr. Tyagarajan, who joined the Board in 2024, contributes deep experience in digital transformation, data analytics, artificial intelligence and global enterprise operations, informed by his service as President and Chief Executive Officer of Genpact Ltd., as well as his role in the Company’s Board refreshment efforts as a member of the N&CG Committee.

After consideration of these factors, the Board determined at its April 22, 2026 meeting that the continued service of Mr. Plant and Mr. Tyagarajan on the Board is in the best interests of the Company and its stockholders. Accordingly, consistent with the N&CG Committee’s recommendation, the Board rejected each director’s conditional resignation and both Mr. Plant and Mr. Tyagarajan will continue to serve as members of the Board and their respective committees until the Company’s 2027 Annual Meeting of Stockholders or until their earlier resignation or removal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				JABIL INC.
April 22, 2026				By:		/s/ Susan Wagner-Fleming
						Susan Wagner-Fleming
						SVP, Securities, M&A, and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB