0001357615false00013576152024-05-152024-05-15

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): May 15, 2024
 
 
kbrlogofinal2019a06.jpg
KBR, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3314620-4536774
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
601 Jefferson Street
Suite 3400
Houston,Texas77002
(Address of principal executive offices)
Registrant's telephone number including area code: (713) 753-2000
Title of each classTrading symbolName of each exchange on which listed
Common Stock, $0.001 par valueKBRNew York Stock Exchange

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 (see General Instruction A.2. below):

☐      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))

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 5.07 Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Stockholders of KBR, Inc. (the “Company”) was held on May 15, 2024 (the “Annual Meeting of Stockholders”). As of the record date, March 20, 2024, there were 134,651,051 shares of common stock outstanding and entitled to vote at the Annual Meeting of Stockholders. On the meeting date, holders of 125,529,114 shares were present in person or by proxy.

The proposals submitted to the stockholders of the Company at the Annual Meeting of Stockholders and the final voting results for each are set forth below. The proposals are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 1, 2024.

ProposalForAgainstAbstentionsBroker non-votes
1. Election of Directors:
Mark E. Baldwin116,924,938870,30654,2467,679,624
Stuart J. B. Bradie117,439,941367,66541,8847,679,624
Joseph Dominguez117,463,017330,78155,6927,679,624
Lynn A. Dugle115,629,8772,173,18146,4327,679,624
General Lester L. Lyles, USAF (Ret.)115,588,2682,215,23445,9887,679,624
Sir John A. Manzoni KCB117,437,264356,30555,9217,679,624
Lt. General Wendy M. Masiello, USAF (Ret.)116,702,2821,102,29344,9157,679,624
Jack B. Moore114,621,2913,174,03854,1617,679,624
Ann D. Pickard116,661,6131,133,93753,9407,679,624
Carlos A. Sabater116,740,4741,055,10153,9157,679,624

Each of the director nominees was elected for a one-year term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal.

ProposalForAgainstAbstentionsBroker non-votes
2. Advisory vote to approve the compensation of our Named Executive Officers as disclosed in the proxy statement.115,862,2791,919,84267,3697,679,624

The advisory vote was in favor of approval of our executive compensation.

ProposalForAgainstAbstentionsBroker non-votes
3. Ratification of KPMG LLP as independent registered public accounting firm for the Company for the year ending January 3, 2025.124,777,164708,58343,367N/A

The selection of KPMG LLP as the independent registered public accounting firm for the Company for the year ending January 3, 2025, was ratified.

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


KBR, INC.
May 17, 2024/s/ Sonia Galindo
Sonia Galindo
Executive Vice President, General Counsel & Corporate Secretary


v3.24.1.1.u2
Cover Page Cover Page
May 15, 2024
Cover [Abstract]  
Title of 12(b) Security Common Stock, $0.001 par value
Entity Central Index Key 0001357615
Entity Incorporation, State or Country Code DE
Document Period End Date May 15, 2024
Document Type 8-K
Entity Registrant Name KBR, Inc.
Entity File Number 001-33146
Entity Tax Identification Number 20-4536774
Entity Address, Address Line One 601 Jefferson Street
Entity Address, Address Line Two Suite 3400
Entity Address, City or Town Houston,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code 713
Local Phone Number 753-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Trading Symbol KBR
Security Exchange Name NYSE
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