0001357615-15-000221.txt : 20151113 0001357615-15-000221.hdr.sgml : 20151113 20151113163716 ACCESSION NUMBER: 0001357615-15-000221 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151109 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151113 DATE AS OF CHANGE: 20151113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KBR, INC. CENTRAL INDEX KEY: 0001357615 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 204536774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33146 FILM NUMBER: 151229643 BUSINESS ADDRESS: STREET 1: 601 JEFFERSON STREET STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 753-4445 MAIL ADDRESS: STREET 1: 601 JEFFERSON STREET STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 form8k_11132015.htm KBR, INC. 8-K 11-13-2015

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): November 9, 2015

______________________________

KBR, INC.
(Exact name of registrant as specified in its charter)

Delaware
1-33146
20-4536774
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
Identification No.)

601 Jefferson Street
Suite 3400
Houston, Texas  77002
(Address of principal executive offices)

Registrant's telephone number, including area code: (713) 753-3011

______________________________


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))



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 announced on November 10, 2015, the appointment of Ann Pickard to its Board of Directors effective December 1, 2015, to fill a vacancy created by the retirement of W. Frank Blount.  Ms. Pickard will serve a term expiring at KBR's 2016 annual meeting of stockholders.  Ms. Pickard is an executive of Royal Dutch Shell plc ("Shell") and will continue in such capacity until February 1, 2016, when she plans to retire.  Shell is a customer of KBR, accounting for approximately 1.7% of KBR's gross revenue in fiscal year 2014 and 1.3% of KBR's gross revenue in the first half of 2015.  There are no arrangements or understandings between Ms. Pickard and any other persons pursuant to which Ms. Pickard was appointed a director of KBR.  As a non-employee director, Ms. Pickard is entitled to receive the standard compensation arrangements for KBR directors described under "Director Compensation" in KBR's 2015 Proxy Statement as filed with the Securities and Exchange Commission on March 30, 2015.

The full text of the press release announcing Ms. Pickard's appointment is attached hereto as Exhibit 99.1.


ITEM 9.01                          Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit Number
Description
99.1
KBR, Inc. press release dated November 10, 2015, titled, "KBR Announces Board Appointment."


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: November 13, 2015
  
By:
/s/ Adam M. Kramer
   
Name:
Title:
Adam M. Kramer
Assistant Corporate Secretary


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1

KBR Announces Board Appointment
HOUSTON - November 10, 2015 - KBR, Inc. (NYSE: KBR) announced today the appointment of Ms. Ann Pickard as a member of the KBR Board of Directors effective December 1, 2015.
On November 6, 2015, Ms. Pickard announced her plans to retire from Royal Dutch Shell plc ("Shell") where she has held numerous positions of increasing responsibility during her 15-year tenure with the company. Ms. Pickard currently serves as Executive Vice President, Arctic and is responsible for Shell's Arctic exploration efforts. This follows three successful years as Executive Vice President of Shell's Exploration and Production business and Country Chair of Shell in Australia where she oversaw Gas Commercialization, Manufacturing, Chemicals, Supply and Distribution, Retail, Lubricants, Trading and Shipping, and Alternative Energy. Ms. Pickard was previously Shell's Regional Executive Vice President for Sub Saharan Africa. Based in Lagos, Nigeria, she was accountable for Shell's Exploration & Production, Natural Gas, and Liquefied Natural Gas (LNG) activities in the region. Before that, Ms. Pickard was Director, Global Businesses and Strategy and a member of the Shell Gas & Power Executive Committee with responsibility for Global LNG, Power, and Gas & Power Strategy. Ms. Pickard joined Shell in 2000 after an 11-year tenure with Mobil prior to its merger with Exxon. Ms. Pickard has significant business experience throughout South America, Australia, the countries of the former Soviet Union, the Middle East, and Africa.
"On behalf of KBR I am delighted that Ann is joining the Board. Ann is a distinguished and incredibly qualified executive, and I am confident she will make an immediate and positive impact to our Board," said Mr. Loren Carroll, Chairman of the Board of KBR.
Currently, Ms. Pickard is a member of the Global Agenda Council on the Arctic for the World Economic Forum, the Advisory Council of the Eurasia Foundation, Catalyst, and Chief Executive Women. She was formerly a member of the Westpac Board of Directors.
A resident of Houston, Texas, Ms. Pickard holds a Bachelor of Arts degree from the University of California, San Diego and a Master of Arts degree from the University of Pennsylvania.
About KBR, Inc.
KBR, Inc. is a global technology, engineering, procurement and construction company serving the hydrocarbons and government services industries, employing approximately 25,000 people worldwide with customers in more than 70 countries and operations in 40 countries across three distinct global businesses:
· Technology & Consulting, including proprietary technology in refining, ethylene, ammonia and fertilizers, and gasification; and niche consulting and know-how through subsidiaries Granherne, Energo and GVA
· Engineering & Construction, including Offshore Oil & Gas; Onshore Oil & Gas; LNG/GTL; Refining; Petrochemicals; Chemicals; differentiated EPC, and Industrial Services
· Government Services, including program management and long term annuity contracts
KBR is proud to work with its customers across the globe to provide technology, value-added consulting services, integrated EPC delivery and Long Term Industrial Services to ensure consistent project delivery with predictable results. At KBR, we deliver.
Visit www.kbr.com
Forward Looking Statement
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 and uncertainties, 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 and uncertainties include, but are not limited to: the outcome of and the publicity surrounding audits and investigations by domestic and foreign government agencies and legislative bodies; potential adverse proceedings by such agencies and potential adverse results and consequences from such proceedings; the scope and enforceability of the company's indemnities from its former parent; changes in capital spending by the company's customers; the company's ability to obtain contracts from existing and new customers and perform under those contracts; structural changes in the industries in which the company operates; escalating costs associated with and the performance of fixed-fee projects and the company's ability to control its cost under its contracts; claims negotiations and contract disputes with the company's customers; changes in the demand for or price of oil and/or natural gas; protection of intellectual property rights; compliance with environmental laws; changes in government regulations and regulatory requirements; compliance with laws related to income taxes; unsettled political conditions, war and the effects of terrorism; foreign operations and foreign exchange rates and controls; the development and installation of financial systems; increased competition for employees; the ability to successfully complete and integrate acquisitions; and operations of joint ventures, including joint ventures that are not controlled by the company.
KBR's most recently filed Annual Report on Form 10-K, any subsequent Form 10-Qs and 8-Ks, and other Securities and Exchange Commission filings discuss some of the important risk factors that KBR has identified that may affect the business, results of operations and financial condition. Except as required by law, KBR undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
For further information, please contact:
Investors
Zac Nagle
Vice President, Investor Relations
713-753-5082
Investors@kbr.com
Media
Marit Babin
Director, Global Communications & Government Relations
713-753-3800
Mediarelations@kbr.com