DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Jabil Inc.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

NOTICE

OF ANNUAL MEETING OF STOCKHOLDERS

Thursday

January 25, 2024

10:00 a.m., ET

Voting Information

Every Vote is Important!

Please vote as soon as possible by any of

the following methods:


Access The Annual Meeting Stockholders may participate in the completely virtual annual meeting by logging in at: www.virtualshareholdermeeting.com/JBL2024. Record Date Stockholders of record at the close of business on November 30, 2023, are entitled to attend and vote at the annual meeting. Materials These proxy materials and our annual report were first sent or made available to stockholders on December 12, 2023.				Vote Online before the meeting by going to: www.proxyvote.com
				Vote by telephone (24/7) (800) 690-6903
				Vote by Mail If you received a paper copy of the proxy form by mail, please mark, sign, date and return it in the enclosed, postage-paid envelope.
				Vote During Meeting by going to: www.virtualshareholdermeeting.com/JBL2024

Items of Business

Stockholders are being asked to vote on the agenda items described below and to consider any other business properly brought before the annual meeting.



	Voting Proposal	Board Recommendations

1	Elect ten director nominees named in the proxy statement to serve until the next annual meeting of stockholders or until their respective successors are duly elected.	For Each Director Nominee



2	Ratify the appointment of Ernst & Young LLP as Jabil’s independent registered public accounting firm for the fiscal year ending August 31, 2024.	For



3	Approve (on an advisory basis) the frequency of future advisory stockholder votes to approve Jabil’s executive compensation.	1 Year



4	Approve (on an advisory basis) Jabil’s executive compensation.	For



5	Consider and act upon the stockholder proposal described in this proxy statement, if properly presented at the Annual Meeting.	Against

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 25, 2024:

The Notice of Meeting, Proxy Statement, Annual Report to Stockholders and the means to vote online are available at www.proxyvote.com.

We are pleased to welcome stockholders to our 2024 annual meeting. For accessibility and ease of attendance, the meeting will be held in a virtual format only via the internet. There will be no physical location for stockholders to attend. To attend, vote and submit questions, stockholders should visit www.virtualshareholdermeeting.com/JBL2024 and enter the 16-digit control number on the proxy card, voting instruction form or Notice of Internet Availability. For more details, see “Meeting Access and Additional Information” in this Proxy Statement.

Table of Contents


PROXY SUMMARY			1

CORPORATE GOVERNANCE			7

Board Leadership Structure			7
Board of Directors Meetings during Fiscal Year 2023			7
Board Committees			7
Executive Sessions			10
Our Director Nominations Process			10
Board Diversity			11
Determinations of Director Independence			11
Annual Meeting of Stockholders Attendance Policy			11
Director Stock Ownership Requirements			11
Majority Voting for Directors			12
Continuing Excellence			12
Risk Oversight			12
Compensation Committee Interlocks and Insider Participation			14
Related Party Transactions			14
Stockholder Engagement			15
Corporate Governance Guidelines			15
Code of Conduct			15
How to Communicate with our Board			15

PROPOSAL NO. 1: ELECTION OF DIRECTORS			16

Nominees			16
Director Compensation			19

AUDIT COMMITTEE MATTERS			21

Audit Committee Report			21
Principal Accounting Fees and Services			22
Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services			22

PROPOSAL NO. 2: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22

PROPOSAL NO. 3: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION			23

COMPENSATION MATTERS			24

Compensation Discussion and Analysis			24
NEO Total Direct Compensation Mix			28
Compensation Committee Report			37
Summary Compensation Table			38
Grants of Plan-Based Awards in Fiscal Year 2023			39
Outstanding Equity Awards at 2023 Fiscal Year End			40
Option Exercises and Stock Vested in Fiscal Year 2023			41
Non-Qualified Deferred Compensation in Fiscal Year 2023			41
Potential Payments Upon Termination or a Change in Control			41
CEO Pay Ratio			43
Pay Versus Performance			44
Equity Compensation Plan Information			48

PROPOSAL NO. 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION			49

PROPOSAL NO. 5: STOCKHOLDER PROPOSAL: “ADOPT A SHAREHOLDER RIGHT TO CALL A SPECIAL SHAREHOLDER MEETING”			50

BENEFICIAL OWNERSHIP			52

Share Ownership by Principal Stockholders and Management			52

ABOUT THE MEETING			54

Revocability of Proxies			54
Solicitation Fees and Expenses			54
Quorum; Voting Standards; Abstentions; Broker Non-Votes			54
Meeting Access and Additional Information			55
Voting via the Internet or Telephone			55
Voting Results			56
Deadline for Receipt of Stockholder Proposals for Jabil’s Next Annual Meeting in January 2025.			56
Eliminating Duplicate Mailings			56
Other Procedural Matters			57

APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES			A-1

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all information you should consider. Please read the entire Proxy Statement carefully before voting.

The enclosed proxy is solicited on behalf of Jabil Inc., a Delaware corporation (references to “Jabil,” “Company,” “we,” “our,” or “us” mean Jabil Inc. together with its subsidiaries), for use at the Annual Meeting of Stockholders.

Our Company Overview

Jabil is a leading provider of worldwide manufacturing services and solutions. We provide comprehensive electronics design, production, and product management services to companies in various industries and end markets.

Our Fiscal Year

Jabil’s fiscal year begins on September 1 and ends on August 31. Our 2023 fiscal year began September 1, 2022 and ended on August 31, 2023. Similarly, our 2024 fiscal year began on September 1, 2023 and will end on August 31, 2024.

Key FY 2023 Performance Results

LOGO

*A reconciliation for each of these measures can be found in Appendix A to this proxy statement.

Fiscal Year 2023 Dynamic Operating Environment

Despite a dynamic and challenging global operating environment, including the war in Ukraine and supply challenges, Jabil’s financial performance in fiscal year 2023 was strong.

COVID-19 has continued to affect our business and the businesses of our customers and suppliers.

The impact on our suppliers has led to supply chain constraints, including difficulty sourcing materials necessary to fulfill customer production requirements and challenges in transporting completed products to our end customers.




		Jabil Inc. Fiscal Year 2023 Proxy Statement		1

Corporate Governance Highlights

LOGO

For a detailed discussion of our corporate governance, please see “Corporate Governance” beginning on page 7.

Board Leadership

Effective May 1, 2023, our Board appointed Mr. Kenneth Wilson as our new CEO. At the same time, the Board also increased the size of the Board to nine directors and appointed Mr. Wilson to our Board. Following his retirement as CEO, Mr. Mark Mondello remains on our Board as Chairman and has continuing executive responsibilities related to acquisitions and other strategic matters. Mr. Steve Raymund continues in the role of Lead Independent Director. In that role, Mr. Raymund presides at meetings of the Board when Mr. Mondello is not present (including executive sessions of the independent directors) approves the agenda and schedule for Board meetings, and has authority to call executive session of the independent directors. Mr. Raymund may also act as a liaison between the Chairman and the independent directors.




		Jabil Inc. Fiscal Year 2023 Proxy Statement		2

Our Director Nominees

Our Board recommends that you vote FOR each of the director nominees named below for terms that expire at the Annual Meeting held in 2025. The following table provides summary information about each nominee, and you can find additional information under “Proposal 1, Election of Directors” on page 16. All directors with the exception of Messrs. Mondello and Wilson are independent.

Committee Memberships

Name

Occupation

Age

Director

Since

CSC

CGC

No. of Other
Public Boards

Anousheh Ansari

CEO, XPRIZE

2016

Christopher S. Holland

Former SVP & CFO, C. R. Bard, Inc.

2018

SEC Form DEF 14A filed by Jabil Inc.