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 18, 2022
KBR, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
| 001-33146
| 20-4536774
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| | 601 Jefferson Street
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| | Suite 3400
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| | Houston, | Texas
| 77002
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| | (Address of principal executive offices) | |
Registrant’s telephone number including area code: (713) 753-2000
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| 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 5.07 Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the matters submitted to a vote of security holders during the 2022 Annual Meeting of Stockholders of KBR, Inc. (the “Company”) held on May 18, 2022 (the “Annual Meeting of Stockholders), are as follows:
| Proposal | For | Against | Abstentions | Broker non-votes |
| 1. Election of Directors: | | | | |
| Mark E. Baldwin | 127,320,002 | 582,750 | 52,144 | 6,030,557 |
| Stuart J. B. Bradie | 127,518,572 | 384,216 | 52,108 | 6,030,557 |
| Lynn A. Dugle | 126,933,061 | 970,564 | 51,271 | 6,030,557 |
| General Lester L. Lyles, USAF (Ret.) | 126,370,898 | 1,531,796 | 52,202 | 6,030,557 |
| Sir John A. Manzoni KCB | 127,666,407 | 235,196 | 53,293 | 6,030,557 |
| Lt. General Wendy M. Masiello, USAF (Ret.) | 127,514,353 | 389,850 | 50,693 | 6,030,557 |
| Jack B. Moore | 122,602,607 | 5,300,019 | 52,270 | 6,030,557 |
| Ann D. Pickard | 127,026,068 | 878,134 | 50,694 | 6,030,557 |
| Carlos A. Sabater | 127,656,291 | 246,772 | 51,833 | 6,030,557 |
| Lt. General Vincent R. Stewart, USMC (Ret.) | 127,663,504 | 240,345 | 51,047 | 6,030,557 |
Under the Company’s Bylaws, each of the directors was elected, having received the affirmative vote of a majority of the shares of common stock cast in person or represented by proxy at the Annual Meeting of Stockholders.
| Proposal | For | Against | Abstentions | Broker non-votes |
| 2. Advisory vote to approve the compensation of our Named Executive Officers as disclosed in the proxy statement. | 124,866,267 | 2,956,649 | 131,980 | 6,030,557 |
Under the Company’s Bylaws, the advisory vote was in favor of approval of our executive compensation, having been approved by the vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting of Stockholders.
| Proposal | For | Against | Abstentions | Broker non-votes |
| 3. Ratification of KPMG LLP as independent registered public accounting firm for the Company for the year ending December 31, 2022. | 133,156,218 | 779,811 | 49,424 | N/A |
Under the Company’s Bylaws, the selection of KPMG LLP was ratified, having been approved by the vote of holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting of Stockholders.
As of the record date, March 25, 2022, there were 139,817,519 shares of common stock outstanding and entitled to vote at the Annual Meeting of Stockholders. On the meeting date, holders of 133,985,453 shares were present in person or by proxy.
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. |
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Date: May 23, 2022 | | By: | /s/ Adam M. Kramer |
| | | Name: Title: | Adam M. Kramer Vice President, Corporate Secretary & Sustainability |
