KBR Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$KBR
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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 12, 2024
(Exact name of registrant as specified in its charter)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director.
KBR, Inc. (“KBR”) announced on August 12, 2024, the appointment of Nchacha E. Etta to its Board of Directors effective August 12, 2024. Mr. Etta will serve a term expiring at KBR’s 2025 annual meeting of stockholders. Mr. Etta has been appointed to serve on the Audit and the Sustainability & Corporate Responsibility Committees of the KBR Board of Directors.
Nchacha E. Etta is executive vice president and chief financial officer of Omnicell, Inc., a multinational healthcare technology company and leader in transforming the pharmacy care delivery model. His breadth of finance and accounting experience stems from leading and working in global finance organizations across the healthcare and consumer products industries for more than 20 years. Prior to joining Omnicell, Mr. Etta served as senior vice president and chief financial officer for Essilor of America, Inc., a subsidiary of EssilorLuxottica SA. Before that role, Mr. Etta served as the worldwide vice president and chief financial officer of Johnson & Johnson Vision from 2015 to 2019, and for the previous nine years, he held various senior finance roles at The Coca-Cola Company. Earlier in his career, Mr. Etta worked at Microsoft Corporation, Eli Lilly & Company, The Carlyle Group, and Orano Cycle. Mr. Etta holds a Bachelor of Science degree in Accounting from George Mason University, and a Master of Business Administration degree in Finance from Howard University.
There are no related party transactions between KBR and Mr. Etta that are subject to disclosure under Item 404(a) of Regulation S-K. The KBR Board of Directors has determined that Mr. Etta is an “independent” director within the meaning of KBR’s Corporate Governance Guidelines and pursuant to the independence criteria set forth under the rules and regulations of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act. As a non-employee director, Mr. Etta is entitled to receive the standard compensation arrangements for KBR directors described under “Director Compensation” in KBR’s 2024 Proxy Statement as filed with the Securities and Exchange Commission on April 1, 2024. The KBR Board of Directors has also determined that Mr. Etta qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
The full text of the press release announcing Mr. Etta’s appointment is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |||||||
| KBR, Inc. press release dated August 12, 2024, titled, “KBR Appoints Nchacha E. Etta to Board of Directors.” | ||||||||
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL) | |||||||
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.
| KBR, INC. | ||||||||
| August 12, 2024 | /s/ Sonia Galindo | |||||||
| Sonia Galindo | ||||||||
| Executive Vice President, General Counsel & Corporate Secretary | ||||||||