form8k.htm
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): August 11, 2010
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KBR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-33146
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20-4536774
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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601 Jefferson Street
Suite 3400
Houston, Texas 77002
(Address of principal executive offices)
Registrant’s telephone number, including area code: (713) 753-3011
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On August 16, 2010, KBR, Inc. announced that Dennis S. Baldwin has been appointed as KBR’s new Vice President and Chief Accounting Officer. Mr. Baldwin replaces John W. Gann, Jr. who left the company to pursue other opportunities. The press release announcing these changes is attached hereto as Exhibit 99.1.
Prior to Mr. Baldwin’s appointment with KBR, he was the Vice President and Chief Accounting Officer for three years with Houston-based McDermott International and before joining McDermott, Mr. Baldwin served as Vice President and Chief Accounting Officer for the turnaround management team of Integrated Electrical Services after that company’s bankruptcy from February 2007 through October 2007. Mr. Baldwin was also Vice President, Corporate Controller at Houston based Veritas, DGC from June 2005 through January 2007. Mr. Baldwin is a certified public accountant and holds an M.B.A from the University of Houston and a B.B.A. in Accounting from Sam Houston State University.
Mr. Baldwin will receive a salary of $310,000, prorated to his date of employment, and a $20,000 cash bonus expected to be paid in January 2011. Mr. Baldwin will also be eligible to participate in the KBR, Inc. 2006 Stock and Incentive Plan, as amended, including the KBR Senior Executive Performance Pay Plan adopted thereunder, and all other compensation and benefit plans available to similarly situated KBR executives. These plans are described in KBR’s proxy statement for its 2010 annual meeting of stockholders filed on April 7, 2010, and are listed as exhibits to KBR’s annual report on Form 10-K for the year ended December 31, 2009. Mr. Baldwin also entered into a severance and change in control agreement, a copy of which is attached hereto as Exhibit 10.1. The following summary of the terms of the form agreement is qualified in its entirety by reference to Exhibit 10.1.
The agreement terminates automatically on the earlier of (i) Mr. Baldwin’s termination of employment with KBR and its affiliates or (ii) in the event of a change in control during the term of the agreement, two years following the change in control.
The agreement provides for (i) severance termination benefits (prior to a change in control), (ii) double-trigger change in control termination benefits (on or after a change in control), and (iii) death, disability, and retirement benefits. As a condition of receipt of these benefits (other than the death and disability benefits), Mr. Baldwin must first execute a release and full settlement agreement. The agreement contains customary confidentiality, noncompetition, and nonsolicitation covenants, as well as a mandatory arbitration provision. In addition, the agreement contains a clawback provision that allows KBR to recover any benefits paid under the agreement if KBR determines within two years after Mr. Baldwin’s termination of employment that his employment could have been terminated for cause.
ITEM 9.01 Financial Statements and Exhibits.
10.1 Severance and Change in Control Agreement.
99.1 Press Release dated August 16, 2010, entitled “KBR Announces New Chief Accounting Officer.”
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.
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Date: August 16, 2010
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KBR, INC.
By: /s/ Jeffrey B. King
Name: Jeffrey B. King
Title: Vice President, Public Law
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