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 22, 2026

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 virtual annual meeting by logging in at www.virtualshareholdermeeting.com/JBL2026. Record Date Stockholders of record at the close of business on November 28, 2025, 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, 2025.				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 card or voting instruction 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/JBL2026

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 seven director nominees named in the proxy statement to serve until the next annual meeting of stockholders or until their respective successors are duly elected and qualified.	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, 2026.	For



3	Advisory vote to approve executive compensation.	For



4	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 22, 2026:

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

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the Proxy Statement or need help submitting a proxy or voting instructions for your shares, please contact Innisfree M&A Incorporated, our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders May Call Toll Free: (877) 750-0666

Banks and Brokerage Firms May Call Collect: (212) 750-5833

We are pleased to welcome stockholders to our 2026 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/JBL2026 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 2025			6
Board Committees			6
Executive Sessions			9
Our Director Nominations Process			9
Director Selection			10
Determinations of Director Independence			10
Annual Meeting of Stockholders Attendance Policy			10
Director Stock Ownership Requirements			10
Insider Trading Policy			11
Majority Voting for Directors			11
Continuing Excellence			11
Risk Oversight			12
Compensation Committee Interlocks and Insider Participation			13
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			21

AUDIT COMMITTEE MATTERS			23

Audit Committee Report			23
Accounting Fees and Services			24
Policy on Audit Committee Pre-Approval of Audit, Audit-Related and Permissible Non-Audit Services			24

PROPOSAL NO. 2: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24

COMPENSATION MATTERS			25

Compensation Discussion and Analysis			25
NEO Total Direct Compensation Mix			30
Compensation Committee Report			40
Summary Compensation Table			41
Grants of Plan-Based Awards in Fiscal Year 2025			42
Outstanding Equity Awards at 2023 Fiscal Year End			43
Stock Vested in Fiscal Year 2025			44
Non-Qualified Deferred Compensation in Fiscal Year 2025			44
Potential Payments Upon Termination or a Change in Control			44
CEO Pay Ratio			45
Pay Versus Performance			47
Equity Compensation Plan Information			52

PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION			53

PROPOSAL NO. 4: STOCKHOLDER PROPOSAL: SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT			54

BENEFICIAL OWNERSHIP			57

Share Ownership by Principal Stockholders and Management			57

ABOUT THE MEETING			58

Revocability of Proxies			58
Solicitation Fees and Expenses			58
Quorum; Voting Standards; Abstentions; Broker Non-Votes			58
Meeting Access and Additional Information			59
Voting via the Internet or Telephone