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): May 6, 2008

 

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KBR, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Registrant’s telephone number, including area code: (713) 753-3011

 

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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  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))

 

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 6, 2008, the Board of Directors of KBR, Inc. amended Section 9, Article I of KBR’s bylaws to read in its entirety as set forth in Exhibit 3.1 hereto, which, among other things, provides for the disclosure of the true economic interest in KBR’s securities of a stockholder seeking to make nominations of candidates for election of directors or other proposals to be brought before a meeting of stockholders, and to clarify that the notice and disclosure provisions of Section 9 apply to all stockholder nominations and proposals. This description is qualified in its entirety by reference to the text of the bylaw amendment, which is listed under Item 9.01 as Exhibit 3.1 and incorporated herein by reference.

 

 

 

 

 

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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.