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Published: 2022-05-20 21:36:33 ET
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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
 
     
 
 
graphic
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
             
         
                 
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.
     
     
Date: May 23, 2022
  
By:
/s/ Adam M. Kramer
   
Name:
Title:
Adam M. Kramer
Vice President, Corporate Secretary & Sustainability