KBR, Inc. 8-K Filing Summary
Business Context and Reporting Period
This Form 8-K reports on the results of the 2023 Annual Meeting of Stockholders held on May 17, 2023. As of the record date of March 22, 2023, there were 136,340,710 shares of common stock outstanding. Holders of 130,660,477 shares were present in person or by proxy at the meeting.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
The following proposals were submitted to stockholders and approved:
- Election of Directors: All nine nominees were elected for one-year terms. Voting results included:
- Mark E. Baldwin: 124,038,500 For / 743,165 Against
- Stuart J. B. Bradie: 124,450,828 For / 331,438 Against
- Lynn A. Dugle: 123,337,324 For / 1,444,330 Against
- General Lester L. Lyles, USAF (Ret.): 122,883,296 For / 1,891,970 Against
- Sir John A. Manzoni KCB: 124,452,450 For / 327,082 Against
- Lt. General Wendy M. Masiello, USAF (Ret.): 124,437,135 For / 345,899 Against
- Jack B. Moore: 122,849,161 For / 1,925,867 Against
- Ann D. Pickard: 124,426,568 For / 352,687 Against
- Carlos A. Sabater: 123,955,027 For / 823,981 Against
- Executive Compensation (Say-on-Pay): The advisory vote to approve Named Executive Officer compensation was approved with 123,025,428 votes For and 1,590,911 votes Against.
- Frequency of Say-on-Pay Votes: Stockholders voted for a one-year frequency (123,042,380 votes) over two-year (76,898 votes) or three-year (1,644,601 votes) options. The Board determined future advisory votes will be held annually.
- Ratification of Auditors: KPMG LLP was ratified as the independent registered public accounting firm for the year ending December 29, 2023, with 129,977,217 votes For and 554,521 votes Against.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the specific terms of the one-year director mandates expiring at the 2024 annual meeting.
- Confirm the Board's formal adoption of the annual frequency for executive compensation advisory votes based on the shareholder preference.
- Review the definitive proxy statement filed on April 3, 2023, for detailed biographies of the elected directors and executive compensation specifics.
- Note that approximately 5.7 million shares were subject to broker non-votes across all proposals.