KBR clarifies board nomination rules in bylaw update
KBR, Inc. amended and restated its bylaws on October 13, 2026, with the changes effective immediately upon adoption.
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Form Type
8-K
Rhea-AI Filing Summary
KBR, Inc. amended and restated its bylaws on October 13, 2026, with the changes effective immediately upon adoption. The amendments clarify that a vacancy resulting from a director’s resignation or departure does not count as an increase in the number of directors to be elected under the advance-notice provisions for director nominations. They also revise the exclusive-forum provision so it does not apply to Securities Act of 1933 claims for which U.S. federal district courts have exclusive jurisdiction. Other changes are described as clarifying, conforming, and ministerial.
8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Terms
advance notice provisions, exclusive forum provision, Amended and Restated Bylaws
3 terms
advance notice provisions regulatory
"advance notice provisions regarding stockholder director nominations"
Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.
exclusive forum provision regulatory
"revise the exclusive forum provision"
Amended and Restated Bylaws regulatory
"the Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did KBR change in its advance-notice rules for director nominations?
KBR clarified that a board vacancy resulting from an existing director's resignation or departure does not count as an increase in the number of directors to be elected under its advance-notice provisions.
Do KBR's exclusive-forum bylaws apply to Securities Act claims?
The revised provision does not apply to claims arising under the Securities Act of 1933 for which U.S. federal district courts have exclusive jurisdiction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 13, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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 | ||||||
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):
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 13, 2026, the Board of Directors of KBR, Inc. (the “Company”) amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”), effective immediately upon their adoption. These amendments principally provide for the following: to clarify that for purposes of the advance notice provisions regarding stockholder director nominations, a vacancy on the Board of Directors resulting from the resignation or departure of existing directors does not constitute an increase of the number of directors to be elected for purposes of Section 9(A)(3) of the Amended and Restated Bylaws; to revise the exclusive forum provision to specify that the provision shall not apply to claims arising under the Securities Act of 1933, as amended for which the federal district courts of the United States have exclusive jurisdiction forum; and to make other clarifying, conforming and ministerial changes.
The Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and are hereby incorporated by reference into this Item 5.03. The foregoing summary description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit No. | Description | |||||||
3.1 | Amended and Restated Bylaws of KBR, Inc., effective as of October 13, 2026. | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in 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. | ||||||||
| October 16, 2026 | /s/ Sonia Galindo | |||||||
| Sonia Galindo | ||||||||
| Executive Vice President, General Counsel & Corporate Secretary | ||||||||