KBR (KBR) investors reelect full board, approve pay and ratify KPMG

Rhea-AI Filing Summary

KBR, Inc. reported results from its annual meeting of stockholders. As of the March 17, 2026 record date, 126,789,441 common shares were outstanding and entitled to vote, with 115,781,483 shares represented in person or by proxy.

Stockholders elected all eleven director nominees to one-year terms ending at the 2027 annual meeting. They also approved, on an advisory basis, the compensation of the company’s named executive officers, with 104,759,063 votes in favor and 3,598,554 against.

In addition, stockholders ratified the selection of KPMG LLP as KBR’s independent registered public accounting firm for the fiscal year ending January 1, 2027, with 112,072,319 votes in favor and 3,664,143 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 126,789,441 shares Shares represented: 115,781,483 shares Say-on-pay votes for: 104,759,063 votes +4 more

7 metrics

Shares outstanding 126,789,441 shares Common stock outstanding and entitled to vote as of March 17, 2026

Shares represented 115,781,483 shares Shares present in person or by proxy at the annual meeting

Say-on-pay votes for 104,759,063 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 3,598,554 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 112,072,319 votes Ratification of KPMG LLP as independent registered public accounting firm

Auditor ratification votes against 3,664,143 votes Ratification of KPMG LLP as independent registered public accounting firm

Director support example 108,395,193 votes for Votes for director nominee Joseph Dominguez

Key Terms

broker non-votes, advisory vote, independent registered public accounting firm, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"Proposal | For | Against | Abstentions | Broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Advisory vote to approve the compensation of our Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"Ratification of KPMG LLP as independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"At the Annual Meeting of Stockholders of KBR, Inc."

record date financial

"As of the record date, March 17, 2026, there were 126,789,441 shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

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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 14, 2026

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

Securities registered pursuant to Section 12(b) of the Act:

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.

At the Annual Meeting of Stockholders of KBR, Inc. (the “Company”), the Company’s stockholders voted on three matters. As of the record date, March 17, 2026, there were 126,789,441 shares of common stock outstanding and entitled to vote at the Annual Meeting of Stockholders. On the meeting date, holders of 115,781,483 shares were present in person or by proxy.

The proposals submitted to the stockholders of the Company at the Annual Meeting of Stockholders and the final voting results for each are set forth below. The proposals are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 30, 2026.

Proposal						For						Against						Abstentions						Broker non-votes
1. Election of Directors:
Stuart J. B. Bradie						107,764,556						702,468						49,061						7,265,398
Joseph Dominguez						108,395,193						65,759						55,133						7,265,398
Lynn A. Dugle						100,068,851						8,393,170						54,064						7,265,398
Nchacha E. Etta						108,392,373						69,151						54,561						7,265,398
Sir John A. Manzoni KCB						104,950,521						3,511,534						54,030						7,265,398
Lt. General Wendy M. Masiello, USAF (Ret.)						108,412,658						50,200						53,227						7,265,398
Jack B. Moore						106,589,321						1,872,038						54,726						7,265,398
Ann D. Pickard						108,095,350						366,449						54,286						7,265,398
Carlos A. Sabater						107,195,580						977,380						343,125						7,265,398
Huibert H. Vigeveno						107,957,662						503,615						54,808						7,265,398
Lewis F. Von Thaer						107,216,320						1,246,371						53,394						7,265,398

Each of the director nominees was elected for a one-year term expiring at the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal.

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.						104,759,063						3,598,554						158,468						7,265,398

The advisory vote was in favor of approval of our executive compensation.

Proposal

For

Against

Abstentions

Broker non-votes

3. Ratification of KPMG LLP as independent registered public accounting firm for the Company for the fiscal year ending January 1, 2027.

112,072,319

3,664,143

45,021

N/A

The selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 1, 2027, was ratified.

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.
May 18, 2026						/s/ Sonia Galindo
						Sonia Galindo
						Executive Vice President, General Counsel & Corporate Secretary

FAQ

What matters did KBR (KBR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: election of eleven directors, an advisory vote on named executive officer compensation, and ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 1, 2027.

How many KBR (KBR) shares were eligible and represented for voting at the meeting?

As of the March 17, 2026 record date, 126,789,441 common shares were outstanding and entitled to vote. On the meeting date, holders of 115,781,483 shares were present in person or represented by proxy at the annual meeting.

Were all KBR (KBR) director nominees elected at the 2026 annual meeting?

Yes. All eleven director nominees, including Stuart J. B. Bradie, Joseph Dominguez, Lynn A. Dugle and others, were elected to one-year terms expiring at the 2027 annual meeting, continuing until successors are duly elected and qualified or earlier resignation or removal.

Did KBR (KBR) stockholders approve executive compensation in the advisory vote?

Yes. The advisory vote on compensation of KBR’s named executive officers passed, with 104,759,063 votes in favor, 3,598,554 votes against, and 158,468 abstentions, plus 7,265,398 broker non-votes recorded on the item.

Which audit firm did KBR (KBR) stockholders ratify for the 2026 fiscal year audit?

Stockholders ratified the selection of KPMG LLP as KBR’s independent registered public accounting firm for the fiscal year ending January 1, 2027, with 112,072,319 votes for, 3,664,143 against, and 45,021 abstentions, and no broker non-votes applicable.

What level of support did KBR (KBR) director candidates generally receive in the vote?

Director candidates generally received strong support, with most nominees receiving more than 106 million votes in favor. For example, Joseph Dominguez received 108,395,193 votes for and only 65,759 votes against, along with 7,265,398 broker non-votes.

Filing Exhibits & Attachments

3 documents

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