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 23, 2025

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/JBL2025. Record Date Stockholders of record at the close of business on November 29, 2024, 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, 2024.				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/JBL2025

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 nine 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, 2025.	For




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



4-5	Consider and act upon the stockholder proposals described in this proxy statement, if properly presented at the Annual Meeting.	Against Each Proposal

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 23, 2025:

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 2025 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/JBL2025 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			6

Board Leadership Structure			6
Board of Directors Meetings during Fiscal Year 2024			6
Board Committees			6
Executive Sessions			9
Our Director Nominations Process			9
Board Diversity			10
Determinations of Director Independence			10
Annual Meeting of Stockholders Attendance Policy			10
Director Stock Ownership Requirements			10
Majority Voting for Directors			11
Continuing Excellence			11
Risk Oversight			11
Compensation Committee Interlocks and Insider Participation			13
Related Party Transactions			13
Stockholder Engagement			14
Corporate Governance Guidelines			14
Code of Conduct			14
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

COMPENSATION MATTERS			23

SEC Form DEF 14A filed by Jabil Inc.