DEFA14A 1 lkbr2017_defa14a1.htm KBR, INC. - DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

|  | Filed by the Registrant |  | Filed by a Party other than the Registrant

Check the appropriate box:
| Preliminary Proxy Statement
| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
| Definitive Proxy Statement
| Definitive Additional Materials
| Soliciting Material Pursuant to ss.240.14a-12

KBR, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
| No fee required.
| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| (1) Title of each class of securities to which transaction applies:
| (2) Aggregate number of securities to which transaction applies:
| (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| (4) Proposed maximum aggregate value of transaction:
| (5) Total fee paid:
| Fee paid previously with preliminary materials.
| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| (1) Amount Previously Paid:
| (2) Form, Schedule or Registration Statement No.:
| (3) Filing Party:
| (4) Date Filed:

We are filing a revised proxy card for stockholders to use to vote in conjunction with our 2017 Annual Meeting of Stockholders (“Meeting”) to take place on May 17, 2017. Our revisions to the sample proxy card previously filed with the Securities and Exchange Commission (“SEC”) on April 3, 2017 (but not yet mailed to stockholders of record) are intended to clarify the options available to stockholders of record to vote “for” or “against,” or to “abstain” from voting on, each director nominee by using simpler and more direct language on the proxy card with respect to director elections, similar to the language used for voting on the other proposals being considered at the Meeting. The revised proxy card does not make any other changes to the version previously filed with the SEC.