Kbr, Inc 8-K, filed Feb 28, 2020
Kbr, Inc. (KBR)
8-K
2020-02-28
For: 2020-02-24
View Original
Added on
April 11, 2026
About this 8-K
Kbr, Inc filed this 8-K on February 28, 2020, reporting on events of February 24, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2020
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (713 ) 753-2000
Not Applicable
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which listed
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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 announced on February 28, 2020, the appointment of Lynn A. Dugle to its Board of Directors effective February 24, 2020. Ms. Dugle will serve a term
expiring at KBR’s 2020 annual meeting of stockholders. Ms. Dugle has been appointed to serve on the Audit and the Nominating and Corporate Governance Committees of the KBR Board of Directors.
Ms. Dugle is a member of the Board of Directors of State Street Corporation. She recently served as the chairman, president and chief executive officer of
Engility Holdings Inc. prior to its acquisition by Science Applications International Corp. in January 2019. Prior to her roles at Engility, Ms. Dugle served as the president of Intelligence, Information and Services at Raytheon Company.
There are no related party transactions between KBR and Ms. Dugle that are subject to disclosure under Item 404(a) of Regulation S-K. The KBR Board of
Directors has determined that Ms. Dugle is an “independent” director within the meaning of KBR’s Corporate Governance Guidelines and the rules and regulations of the New York Stock Exchange and an “outside” director within the meaning of section
162(m) of the Internal Revenue Code. As a non-employee director, Ms. Dugle is entitled to receive the standard compensation arrangements for KBR directors described under “Director Compensation” in KBR’s 2019 Proxy Statement as filed with the
Securities and Exchange Commission on April 1, 2019.
The full text of the press release announcing Ms. Dugle’s appointment is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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KBR, Inc. press release dated February 28, 2020, titled, “KBR Appoints Lynn A. Dugle to Board of Directors.”
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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.
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KBR, INC.
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Date: February 28, 2020
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By:
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/s/ Adam M. Kramer
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Name:
Title:
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Adam M. Kramer
Vice President, Public Law and Corporate Secretary
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Exhibit 99.1
KBR Appoints Lynn A. Dugle to Board of Directors
HOUSTON, Feb. 28, 2020 /PRNewswire/ -- KBR (NYSE: KBR) announced today the appointment of Lynn A. Dugle
to its Board of Directors effective February 24, 2020.
Ms. Dugle has been appointed to serve on the Audit and the Nominating and Corporate Governance
Committees of the KBR Board of Directors.
Ms. Dugle is a member of the Board of Directors of State Street Corporation. She recently served as
the chairman, president and chief executive officer of Engility Holdings Inc. prior to its acquisition by Science Applications International Corp. in January 2019.
Prior to her roles at Engility, Ms. Dugle served as the president of Intelligence, Information and
Services at Raytheon Company.
"I am delighted to welcome Lynn to the Board of Directors," said General Lester Lyles, USAF (Ret.),
Chairman of the Board of KBR. "We are fortunate to have such a respected veteran of the aerospace and defense industries on our team. Her extensive experience and knowledge of two key KBR markets will be invaluable as KBR continues to grow the
Government Solutions business at an industry-leading pace."
Dugle has Bachelor's Degrees in Technical Management and Spanish from Purdue University and an MBA from
the University of Texas at Dallas.
About KBR, Inc.
KBR is a global provider of differentiated professional services and technologies across the asset and
program lifecycle within the Government Solutions and Energy sectors. KBR employs approximately 38,000 people worldwide (including our joint ventures), with customers in more than 80 countries, and operations in 40 countries, across three synergistic
global businesses:
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Government Solutions, serving government customers globally, including capabilities that
cover the full lifecycle of defense, space, aviation and other government programs and missions from research and development, through systems engineering, test and evaluation, program management, to operations, maintenance, and field
logistics
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Technology Solutions, featuring proprietary technology, equipment, catalysts, digital
solutions and related technical services for the monetization of hydrocarbons, including refining, petrochemicals, ammonia and specialty chemicals, as well as inorganics
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Energy Solutions, including onshore oil and gas; LNG (liquefaction and regasification)/GTL;
oil refining; petrochemicals; chemicals; fertilizers; differentiated EPC; maintenance services (Brown & Root Industrial Services); offshore oil and gas (shallow-water, deep-water, subsea); floating solutions (FPU, FPSO, FLNG &
FSRU); program management and consulting services
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KBR is proud to work with its customers across the globe to provide technology, value-added services,
integrated EPC delivery and long-term operations and maintenance services to ensure consistent 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
U.S. 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.
CONTACT: For further information, please contact: Investors, Alison Vasquez, Vice President, Investor
Relations, 713-753-5082, Investors@kbr.com, or Media, Brenna Hapes, External Global Communications, 713-753-3800, Mediarelations@kbr.com