ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Departure of Directors or Certain Officers.
On April 1, 2022, Umberto della Sala informed KBR, Inc. ("KBR") of his decision
to retire from the KBR Board of Directors ("Board") effective May 18, 2022, at
the conclusion of KBR's 2022 Annual Meeting of Stockholders ("Annual Meeting").
Mr. della Sala served as a member of the Board's Compensation and Sustainability
& Corporate Responsibility Committees.
The Board nominated Sir John A. Manzoni KCB ("Sir John") to fill the vacancy
that will be created by Mr. della Sala's retirement. Sir John will stand for
election at the Annual Meeting. Sir John currently serves as the Chair of SSE,
a UK utilities company, and is Chairman of the Atomic Weapons Establishment, a
non-departmental UK government body central to the country's nuclear defense
strategy. In addition, he is a nonexecutive director of Diageo plc, a British
multinational beverage company, and serves on the Global Leadership Council of
the Saïd Business School at the University of Oxford. Past industry experience
includes tenure as Chief Executive of the UK Civil Service and as Permanent
Secretary of the Cabinet Office from 2013 to 2020. Sir John spent 25 years at
BP, including as Chief Executive of Gas and Power and later as Chief Executive
of Refining and Marketing. He also joined BP plc's main board in 2003. From 2007
to 2012, he was President and Chief Executive of Talisman Energy, a global
exploration and production company based in Canada. And he also served on the
board of SABMiller from 2005 to 2014.
The full text of the press release announcing Mr. della Sala's retirement from
the Board and Sir John's nomination for election as a director of the Board at
the Annual Meeting, is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 KBR, Inc. press release dated April 4, 2022, titled, "KBR Announces Changes to
its Board of Directors."
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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