ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2020, KBR, Inc. ("KBR") approved a modified arrangement of severance benefits for Farhan Mujib, KBR's former President, Energy Solutions - Delivery who decided to leave effective May 1, 2020, as previously disclosed in KBR's Current Report on Form 8-K dated March 26, 2020, and filed with the United States Securities and Exchange Commission ("SEC") on March 27, 2020. Mr. Mujib's severance benefits pursuant to his Severance and Change in Control Agreement ("Agreement"), the form and amendment of which were filed with KBR's Current Report on Form 8-K filed with the SEC on August 29, 2008, and Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 22, 2012, respectively, were modified to waive his rights to the cash portion of his severance termination benefits pursuant to Article 3 of his Agreement in exchange for KBR's waiver of his one-year noncompetition obligations with respect to his employment by his new employer following his termination of employment pursuant to Article 8 of his Agreement. In addition, KBR allowed Mr. Mujib's unvested restricted stock units and performance stock units to continue to vest according to their vesting schedules with the final tranches vesting on February 26, 2023, in return for non-solicitation and customary cooperation covenants. Such unvested equity would normally be forfeited under Article 3 of Mr. Mujib's Agreement. Finally, KBR extended Mr. Mujib' U.S. medical plan coverage for three months. Mr. Mujib will be eligible to elect standard COBRA health insurance coverage beginning August 1, 2020, consistent with other employees.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

The final results of voting on each of the matters submitted to a vote of security holders during the Company's Annual Meeting of Stockholders held on May 13, 2020, are as follows:



           Proposal                For      Against  Abstentions Broker non-votes
1.   Election of Directors:
 Mark E. Baldwin               124,010,352  44,810     59,854       7,168,055
 James R. Blackwell            123,534,179  521,955    58,882       7,168,055
 Stuart J. B. Bradie           124,007,425  48,338     59,253       7,168,055
 Lynn A. Dugle                 124,023,989  33,119     57,908       7,168,055
 General Lester L. Lyles       122,592,205 1,462,827   59,984       7,168,055

Lt. General Wendy M. Masiello 124,023,742 33,817 57,457 7,168,055


 Jack B. Moore                 122,995,497 1,059,531   59,988       7,168,055
 Ann D. Pickard                124,014,662  42,106     58,248       7,168,055
 Umberto della Sala            123,524,439  530,601    59,976       7,168,055

Under the Company's Bylaws, each of the directors was elected, having received a majority of the shares of common stock cast in person or represented by proxy at the Annual Meeting of Stockholders.



           Proposal                For       Against   Abstentions  Broker non-votes
2.   Advisory vote to approve  121,002,189  3,052,298     60,529       7,168,055
the compensation of our Named
Executive Officers as
disclosed in the proxy
statement.

Under the Company's Bylaws, the advisory vote was in favor of approval of our executive compensation, having been approved by the vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting of Stockholders.



           Proposal                For       Against   Abstentions  Broker non-votes
3.   Ratification of KPMG LLP  129,862,468  1,366,460     54,143          N/A
as independent registered
public accounting firm for the
Company for the year ending
December 31, 2020.

Under the Company's Bylaws, the selection of KPMG LLP was ratified, having been approved by the vote of holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting of Stockholders.

As of the record date, March 20, 2020, there were 142,293,835 shares of common stock outstanding and entitled to vote at the Annual Meeting of Stockholders. On the meeting date, holders of 131,283,071 shares were present in person or by proxy.

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