KBR, INC. ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, at the 2021 Annual Meeting of Stockholders of
The Stock and Incentive Plan is administered by the Compensation Committee, which is comprised of independent directors. The Stock and Incentive Plan authorizes the following types of awards to be made to employees of the Company and its consolidated subsidiaries and non-employee members of the Board, as designated by the Compensation Committee: (1) stock options, (2) stock appreciation rights, (3) restricted stock awards, (4) restricted stock unit awards, (5) performance awards, and (6) stock value equivalent awards.
The following is a summary of the material changes that are contained in the amended and restated Stock and Incentive Plan as compared to the plan as it existed prior to such amendment and restatement.
(i) Increase the number of shares of our common stock available for issuance under the Stock and Incentive Plan (including as awards of incentive stock options) by 7,000,000 shares from 16,400,000 to 23,400,000.
(ii) Increase the sublimit on the number of shares of common stock that may be delivered under the Stock and Incentive Plan in the form of restricted stock awards, restricted stock unit awards, stock value equivalent awards, or pursuant to performance awards denominated in common stock by 7,000,000 from 9,900,000 to 16,900,000.
(iii) Extend the term of the Stock and Incentive Plan from
(iv) The new name of the Stock and Incentive Plan will be the "
Additional details of the Stock and Incentive Plan are included in the Company's
2021 Proxy Statement under the heading "Proposal No. 4 - Approve the
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
Proposal For Against Abstentions Broker non-votes
1. Election of Directors:
Mark E. Baldwin 123,637,034 341,714 111,211 6,374,192
Stuart J. B. Bradie 123,655,528 321,758 112,673 6,374,192
Lynn A. Dugle 121,519,750 2,462,266 107,943 6,374,192
General Lester L. Lyles 122,352,838 1,625,588 111,533 6,374,192
Lt. General
Jack B. Moore 119,234,825 4,745,092 110,042 6,374,192 Ann D. Pickard 123,656,951 323,962 109,046 6,374,192 Umberto della Sala 123,649,689 327,849 112,421 6,374,192
Under the Company's Bylaws, each of the directors was elected, having received the affirmative vote of 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 122,305,680 1,494,270 290,009 6,374,192
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 129,568,949 740,669 154,533 N/A
as independent registered
public accounting firm for the
Company for the year ending
December 31, 2021.
Under the Company's Bylaws, the selection of
Proposal For Against Abstentions Broker non-votes
4. Amendment and restatement 121,037,925 2,781,933 270,101 6,374,192
of the
Under the Company's Bylaws, our
As of the record date,
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 10.1Amended and Restated KBR, Inc. 2006 Stock and Incentive Plan, effectiveMay 19, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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