DESCRIPTION OF CAPITAL STOCK
OF JABIL INC.
Under our certificate of incorporation, as amended (the charter), the total number of shares of all classes of stock which we are authorized to issue is 510,000,000, consisting of two classes: 500,000,000 shares of common stock, $0.001 par value per share (common stock), and 10,000,000 shares of preferred stock, $0.001 par value per share (preferred stock).
The following is a description of some of the terms of our common stock and preferred stock, our charter, our amended and restated bylaws (the bylaws) and certain provisions of the Delaware General Corporation Law (the DGCL). The following description is not complete and is subject to, and qualified in its entirety by reference to, our charter and bylaws, which have been incorporated by reference as exhibits to this Form 10-K. Our charter and bylaws may be obtained as described below under the heading Where You Can Find More Information. You should read our charter and bylaws and the applicable provisions of the DGCL for a complete description of the provisions described in this section and for other provisions that may be important to you.
Voting Rights. Each share of our common stock is entitled to one vote per share on all matters submitted to a vote of our stockholders. Our charter does not entitle the holders of our common stock to cumulative voting rights with respect to the election of our directors. Unless otherwise provided by applicable law, the rules or regulations of any applicable stock exchange, or our charter or bylaws, every matter to be voted on by our stockholders, other than the election of directors, shall be decided by the affirmative vote of the majority of the shares present in person or represented by proxy at the applicable meeting and actually cast on such subject matter at the applicable meeting.
Election of Directors. Each director shall hold office until the next annual meeting of stockholders following his or her election and until a successor has been elected and qualified, or until his or her earlier death, resignation or removal. Pursuant to our bylaws and subject to the rights of any series of our preferred stock that may be outstanding, each director to be elected by stockholders shall be elected by the vote of the majority of the votes of the shares present in person or represented by proxy at the meeting and actually cast with respect to the director; provided, however, that if our board of directors determines that the election is contested then directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. As provided in our bylaws, a majority of the votes of the shares present in person or represented by proxy at the meeting and actually cast shall mean that the number of shares voted for a directors election exceeds 50% of the number of votes actually cast with respect to that directors election. Votes actually cast shall include votes where the authority to cast a vote for the directors election is explicitly withheld and exclude abstentions with respect to that directors election. If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her conditional resignation following certification of the stockholder vote, and our nominating and corporate governance committee shall consider such incumbent directors resignation and recommend to the board of directors whether to accept or reject such resignation. The nominating and corporate governance committee and the board of directors may consider any factors they deem relevant in deciding whether to accept a directors resignation.