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): March 15, 2023
KBR, Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 001-33146
| 20-4536774
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | 601 Jefferson Street
| |
| | Suite 3400
| |
| | Houston, | Texas
| 77002
| |
| | (Address of principal executive offices) | |
Registrant’s telephone number including area code: (713) 753-2000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which listed |
Common Stock, $0.001 par value
| KBR
| New 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 15, 2023, the Board of Directors of KBR, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”), effective immediately upon their adoption. These amendments principally provide for the following: to align the bylaws with changes in Delaware law, including those related to notice of adjourned stockholder meetings and the provision of the stockholder list at the annual meeting of stockholders; to add shareholder proxy access provisions for director nominations; to revise the advance notice requirements for stockholder director nominations to address the universal proxy rules adopted by the Securities and Exchange Commission; to clarify the Company’s exclusive forum provision; and to make other clarifying, conforming and ministerial changes.
The Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and are hereby incorporated by reference into this Item 5.03. The foregoing summary description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| | Description |
| | | |
| | Amended and Restated Bylaws of KBR, Inc., effective as of March 15, 2023. |
| | | |
| 104 | | Cover Page Interactive Data file (formatted as Inline XBRL) |
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. |
| | |
| March 17, 2023 | /s/ Sonia Galindo |
| | Sonia Galindo |
| | Executive Vice President, General Counsel and Corporate Secretary |
