Form 8-K - Current report

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): August 12, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director.

KBR, Inc. (“KBR”) announced on August 12, 2024, the appointment of Nchacha E. Etta to its Board of Directors effective August 12, 2024. Mr. Etta will serve a term expiring at KBR’s 2025 annual meeting of stockholders. Mr. Etta has been appointed to serve on the Audit and the Sustainability & Corporate Responsibility Committees of the KBR Board of Directors.

Nchacha E. Etta is executive vice president and chief financial officer of Omnicell, Inc., a multinational healthcare technology company and leader in transforming the pharmacy care delivery model. His breadth of finance and accounting experience stems from leading and working in global finance organizations across the healthcare and consumer products industries for more than 20 years. Prior to joining Omnicell, Mr. Etta served as senior vice president and chief financial officer for Essilor of America, Inc., a subsidiary of EssilorLuxottica SA. Before that role, Mr. Etta served as the worldwide vice president and chief financial officer of Johnson & Johnson Vision from 2015 to 2019, and for the previous nine years, he held various senior finance roles at The Coca-Cola Company. Earlier in his career, Mr. Etta worked at Microsoft Corporation, Eli Lilly & Company, The Carlyle Group, and Orano Cycle. Mr. Etta holds a Bachelor of Science degree in Accounting from George Mason University, and a Master of Business Administration degree in Finance from Howard University.

There are no related party transactions between KBR and Mr. Etta that are subject to disclosure under Item 404(a) of Regulation S-K. The KBR Board of Directors has determined that Mr. Etta is an “independent” director within the meaning of KBR’s Corporate Governance Guidelines and pursuant to the independence criteria set forth under the rules and regulations of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act. As a non-employee director, Mr. Etta is entitled to receive the standard compensation arrangements for KBR directors described under “Director Compensation” in KBR’s 2024 Proxy Statement as filed with the Securities and Exchange Commission on April 1, 2024. The KBR Board of Directors has also determined that Mr. Etta qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended.

The full text of the press release announcing Mr. Etta’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.


			(d)			Exhibits


99.1						KBR, Inc. press release dated August 12, 2024, titled, “KBR Appoints Nchacha E. Etta to Board of Directors.”
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.


August 12, 2024						/s/ Sonia Galindo
						Sonia Galindo
						Executive Vice President, General Counsel & Corporate Secretary

EXHIBIT 99.1

KBR Appoints Nchacha E. Etta to Board of Directors

HOUSTON, August 12, 2024 – KBR (NYSE: KBR) announced today the appointment of Nchacha E. Etta to its Board of Directors effective August 12, 2024.

Nchacha E. Etta is executive vice president and chief financial officer of Omnicell, Inc., a multinational healthcare technology company. His breadth of finance and accounting experience stems from leading and working in global finance organizations across the healthcare and consumer products industries for more than 20 years. Prior to joining Omnicell, Mr. Etta served as senior vice president and chief financial officer for Essilor of America, Inc., a subsidiary of EssilorLuxottica SA. Before that role, Mr. Etta served as the worldwide vice president and chief financial officer of Johnson & Johnson Vision from 2015 to 2019, and for the previous nine years, he held various senior finance roles at The Coca-Cola Company. Earlier in his career, Mr. Etta worked at Microsoft Corporation, Eli Lilly & Company, The Carlyle Group, and Orano Cycle. Mr. Etta holds a Bachelor of Science degree in Accounting from George Mason University, and a Master of Business Administration degree in Finance from Howard University.

“I am very pleased to welcome Nchacha to KBR’s Board of Directors,” said General Lester Lyles, USAF (Ret.), Chairman of KBR’s board. “His breadth of experience at respected multinational corporations will bring a unique and valuable perspective as KBR continues to deliver critical solutions for customers around the globe.”

Mr. Etta has been appointed to serve on the Audit and the Sustainability & Corporate Responsibility Committees of the KBR Board of Directors.

About KBR

We deliver science, technology and engineering solutions to governments and companies around the world. KBR employs approximately 36,000 people worldwide with customers in more than 80 countries and operations in over 30 countries.

KBR is proud to work with its customers across the globe to provide technology, value-added services, and long-term operations and maintenance services to ensure consistent delivery with predictable results. At KBR, We Deliver.

Visit www.kbr.com

Forward Looking Statements

The statements in this press release that are not historical statements, including statements regarding future financial performance, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks, uncertainties and assumptions, many of which are beyond the company’s control, that could cause actual results to differ materially from the results expressed or implied by the statements. These risks, uncertainties and assumptions include, but

are not limited to, those set forth in the company’s most recently filed Annual Report on Form 10-K, any subsequent Form 10-Qs and 8-Ks and other U.S. Securities and Exchange Commission filings, which discuss some of the important risks, uncertainties and assumptions that the company has identified that may affect its business, results of operations and financial condition. Due to such risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Except as required by law, the company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

For further information, please contact:

Investors

Jamie DuBray

Vice President, Investor Relations
713-753-5082
Investors@kbr.com

Media

Philip Ivy
Vice President, Global Communications and Marketing
713-753-3800
MediaRelations@kbr.com

Cover Page Cover Page	Aug. 12, 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	Aug. 12, 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