KBR, INC.
For the period ended May 14, 2026. Filed Mar 30, 2026.
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May 14, 2026 · Filed Mar 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)**
**OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
| Filed by the Registrant | Filed by a Party other than the Registrant |
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Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
KBR, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): | |
| No fee required. | |
| Fee paid previously with preliminary materials. | |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
KBR, Inc.601 Jefferson StreetHouston, Texas 77002(713) 753-2000kbr.com
A Message From Stuart Bradie
KBR Chair, President and Chief Executive Officer
Dear KBR Stockholders,
Over KBR’s 100-plus-year history, our people have shown time and again their dedication to our shared mission of delivering for our customers and their commitment to the values that guide us. Last year was no exception.
Despite geopolitical and economic headwinds, KBR’s people pulled as one and delivered another consecutive year of outstanding financial, operational, safety and sustainability performance.
2025 Key Highlights
| $7.8B | 11% | 12% | 96.44% | 0.033 | ||
| Revenue | Net Income Attributable to KBR Growth | Adj. EBITDA(1) Growth | Incident-Free Days | TRIR | ||
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| ·Delivered strong financial performance | ·Improved our industry-leading safety record·Recorded an exceptional total recordable incident rate | |||||
| $23.2B in Backlog and Options · Announced Strategic Intent to Spin Off MTS Businessinto Standalone, Public Company · MSCI’S HighestAAA Ranking | ||||||
| ●Achieved $23.2 billion in backlog and options with 1.0x TTM book-to-bill(2) | ●Announced strategic intent to spin off KBR’s Mission Technology Solutions business into a separate, U.S. publicly traded company in a transaction intended to be tax-free to KBR and its shareholders for U.S. federal income tax purposes | ●Received MSCI’s AAA sustainability ranking, the highest level achievable, for the third year in a row | ||||
We won new and repeat contracts that will help bolster U.S. and allied nations’ national security and defense in regions around the world, including a seat on the United States Missile Defense Agency’s SHIELD contract with a ceiling of $151 billion. We delivered technology and domain expertise that are enhancing and securing the world’s energy supply. We increased our focus on digital solutions and delivery — including investment in revolutionary new AI tools — that will ensure we stay at the forefront of innovation. And we made progress in our ongoing journey toward being what we believe to be the best possible company for the world’s best talent — a place where our people can belong, connect and grow — as evidenced by numerous workplace awards from the likes of Forbes, Glassdoor, and U.S. News & World Report.
The following are a few of our other contract highlights:
| ● | Awarded a $2.5B ceiling value, base period contract to support astronaut health and performance. |
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| ● | $970M ceiling, 10-year IDIQ contract under the ASCEND2 vehicle to build a digital engineering ecosystem for the U.S. Space Force. |
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| ● | $229M contract win under DoD IAC MAC vehicle for lifecycle research and analysis for U.S. Army cargo helicopter systems. |
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| ● | KBR SOCAR JV selected by BP for energy security projects in Azerbaijan. |
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| ● | Mitsubishi Chemical and ENEOS announced opening of plastics recycling plant, using KBR’s licensed Hydro-PRT® technology. |
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| ● | Secured a two-year renewal of the EPCM contract with Basra Oil Company for the Majnoon oil field in Iraq. |
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| ● | Awarded a seat on the NAVSUP WEXMAC 2.1 – Territorial Integrity of the United States contract, a $10 billion ceiling vehicle supporting expeditionary logistics and contingency operation. |
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| (1) | Adjusted EBITDA is considered a non-GAAP financial measure under U.S. Securities and Exchange Commission (“SEC”) rules. As used throughout this proxy statement, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share, and Adjusted operating cash flows are non-GAAP financial measures. All non-GAAP financial measures reflect results from continuing operations. See additional information and reconciliations of non-GAAP financial measures to the nearest applicable measure under Generally Accepted Accounting Principles (“GAAP”) at the end of this proxy statement under “Non-GAAP Financial Information.” |
| (2) | Book-to-bill excludes long-term U.K. private finance initiative (“PFI”) projects and the Plaquemines LNG project. |
Message from Our Chief Executive Officer
KBR — evolved
Of course, perhaps the biggest news of 2025 for KBR was the announcement that we are pursuing a spin-off of the Mission Technology Solutions business (SpinCo) into its own standalone company. The decision to pursue a spin-off was made with great care by the KBR Board of Directors and executive leadership team, considering the impact on all our stakeholders, most importantly our people.
The spin-off will eliminate internal complexity and create a clearer strategic path forward for SpinCo and the “new” KBR, positioning both companies for long-term growth. While SpinCo will continue providing government customers with key capabilities to increase speed to mission impact, the new KBR will build on our legacy of excellence, delivering innovative critical energy, industrial and infrastructure solutions that bridge the gaps between security, affordability and sustainability.
Following the spin-off, KBR will continue to partner with global energy and industrial customers and deploy our unique and innovative offerings to solve current and future global challenges. These capabilities include our IP-protected process technologies, high-end design and engineering, advisory and consulting services, program management, digitalization solutions, and many more. Through our deep domain expertise, tech-forward solutions, proven delivery approach and investment in breakthrough technologies, KBR will continue aiming to improve safety, reduce emissions and increase efficiency across the asset life cycle in areas such as new nuclear, ammonia, hydrogen, critical minerals and other key energy vectors. Additionally, through our digital-first strategy, our history of commercializing new and world-first technologies, and our experience delivering mega-scale infrastructure, we believe the new KBR will be poised to assume an even larger role in helping bolster global energy security and in helping our customers capture meaningful market potential and strategic advantage.
Key 2025 Takeaways
| 1.Executed with discipline in a challenging environment, delivering margin expansion, strong cash and record capital returns | 3.Earnings quality continues to improve through selectivity, mix and innovation |
| 2.Both segments positioned for growth, with improving momentum and visibility through the rest of 2026 | 4.Spin-off preparations are advancing, supporting clarity, readiness and long-term value creation |
It’s an exciting and momentous time for KBR. We have momentum, and it’s only building. We have exceptional people doing work that truly matters to the rest of the world, and I want to thank them for everything they do to make KBR the company that it is.
Finally, on behalf of the KBR Board of Directors, I would like to thank you, our stockholders. KBR couldn’t deliver to the degree we’re known without your support. We remain committed to maintaining transparency with you and to delivering world-class solutions and successes that reward your trust in us.
As always, we welcome your views, and we encourage you to vote. You may do so promptly via phone or internet, or you may mail in your completed and signed voting card.
Thank you again for your trust and your support of KBR’s vision.
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| Sincerely,Stuart J. B. BradieChair of the Board, President and Chief Executive OfficerMarch 30, 2026 | |
Notice of Annual Meeting of Stockholders
| DATE AND TIME | VIRTUAL MEETING — LIVE WEBCAST | RECORD DATE | ||
| Thursday, May 14, 20269:00 a.m., Central Daylight Time | The Annual Meeting will be completely virtual and only conducted via live webcast atvirtualshareholdermeeting.com/KBR2026There will be no physical meeting location | The record date for determining which stockholders are entitled to cast votes at the virtual Annual Meeting and at any adjournment or postponement of the meeting is Tuesday, March 17, 2026 | ||
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We invite you to attend KBR’s virtual annual stockholders’ meeting and act upon the following matters:
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| Proposals · Board Vote Recommendation · For FurtherDetails, See Page | ||||
| 1 | Elect as directors the 11 nominees named in the attached proxy statement | FOR each director nominee | 9 | |
| 2 | Consider and act upon an advisory vote to approve the named executive officer compensation as described in the Compensation Discussion and Analysis | FOR | 47 | |
| 3 | Ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit KBR’s consolidated financial statements for the fiscal year ending January 1, 2027 | FOR | 97 | |
| | Transact any other business that properly comes before the meeting or any adjournment or postponement of the meeting | | | |
The Proxy Statement that follows describes these items.
| | By Order of the Board of Directors, | ONLINE RESOURCES |
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| Check out our 2026 Notice of Annual Stockholder Meeting, online Proxy Statement, Annual Report and Sustainability Report at:proxyvote.comkbr.com/proxykbr.com/annualreportkbr.com/sustainabilityreport | ||
| Sonia GalindoExecutive Vice President, General Counsel &Corporate SecretaryMarch 30, 2026 | ||
HOW TO VOTE
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| INTERNET* | TELEPHONE* | AT THE ANNUAL MEETING | |||||
| Via the Internet atproxyvote.com | Call toll-free in the U.S./Canadaat 1 (800) 690-6903 | Mail your signed proxy card | Virtually during the Annual Meeting throughvirtualshareholdermeeting.com/KBR2026See page 103 for instructions | ||||
| * | If you hold your shares through a broker or bank rather than directly with KBR, check with your broker or bank to see if telephone or Internet voting is available to you. Voting via the Internet or toll-free call is open until 11:59 p.m. EDT on May 13. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.