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): April 5, 2007
KBR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-33146
(Commission File Number)
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20-4536774
(IRS Employer
Identification No.) |
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601 Jefferson Street
Suite 3400
Houston, Texas
(Address of principal executive offices)
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77002
(Zip Code) |
Registrant’s telephone number, including area code: (713) 753-3011
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 5.01. Changes in Control of Registrant.
On April 5, 2007, KBR, Inc. (“KBR”) announced the completion of its separation from Halliburton
Company (“Halliburton”). The separation was completed on April 5, 2007 pursuant to an exchange
offer (the “Exchange Offer”) commenced by Halliburton on March 2, 2007 under which Halliburton
exchanged the 135,627,000 shares of KBR common stock owned by Halliburton, representing
approximately 81% of KBR’s outstanding common stock, for 85,273,184 shares of Halliburton common
stock tendered by Halliburton stockholders and accepted by Halliburton. The terms of the Exchange
Offer are described in KBR’s registration statement on Form S-4, as amended (File No. 333-141027),
including the related final Prospectus — Offer to Exchange filed by KBR with the SEC on March 27,
2007 pursuant to Rule 424(b)(3) under the Securities Act of 1933.
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.
Pursuant to the Master Separation Agreement between Halliburton and KBR, dated as of November 20,
2006, Albert O. Cornelison, Jr., C. Christopher Gaut, Andrew R. Lane and Mark A. McCollum each
resigned from his position as a director of KBR effective immediately upon the separation of KBR
from Halliburton on April 5, 2007 as described above in Item 5.01 of this current report on Form
8-K. Messrs. Cornelison, Gaut, Lane and McCollum are executive officers of Halliburton.
(d) Election of Directors.
KBR announced the election of Loren K. Carroll and John R. Huff to its Board of Directors effective
April 5, 2007. Mr. Carroll will serve as a Class III director, with a term expiring at KBR’s 2009
annual meeting of stockholders. Mr. Huff will serve as a Class II director, with a term expiring
at KBR’s 2008 annual meeting of stockholders. Both directors are independent under the rules of
the New York Stock Exchange.
Immediately following the separation of KBR from Halliburton, KBR’s Board of Directors will consist
of William P. Utt, Loren K. Carroll, Jeffrey E. Curtiss, John R. Huff and Richard Slater. KBR
expects to elect two additional directors to fill the two vacancies remaining on the Board as
qualified candidates are identified.
Mr. Carroll is currently an independent consultant and an advisor to Smith International, Inc.
From March 1994 until April 2006, he served as President and Chief Executive Officer of M-I SWACO
and Executive Vice-President of Smith International, Inc., a worldwide supplier of drilling fluids
and related equipment and services to the oil and gas industry. Mr. Carroll has been appointed to
serve on the Audit, Compensation and Nominating and Corporate Governance Committees of the Board of
Directors. There are not any related party transactions between KBR and Mr. Carroll that are
subject to disclosure under Item 404(a) of Regulation S-K.
Mr. Huff is currently Chief Executive Officer of Oceaneering International, Inc. Mr. Huff joined
Oceaneering International, Inc. in 1986. He has served as Chairman of the Board of Directors at
Oceaneering International, Inc. since August 1990. Mr. Huff is also currently a director of Rowan
Companies, BJ Services Company and Suncor Energy, Inc. Mr. Huff has been appointed to serve on
the Audit, Compensation and Nominating and Corporate Governance Committees of the Board of
Directors, and will also serve as the Chairman of the Compensation Committee. There are not any
related party transactions between KBR and Mr. Huff that are subject to disclosure under Item
404(a) of Regulation S-K.
Like KBR’s other non-employee directors, Messrs. Carroll and Huff will each receive an annual
retainer fee of $45,000. Mr. Huff will receive an additional $5,000 retainer fee for his service
as the chairman of the Compensation Committee. Messrs. Carroll and Huff will each receive a fee of
$1,500 for each board or board committee meeting attended in person and $500 for each board or
board committee meeting attended by telephone, plus incurred out-of-pocket expenses associated with
attendance at meetings.
In addition, Messrs. Carroll and Huff will each receive an annual grant of restricted stock or
restricted stock units