Edgar Filing: KBR, INC.

Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

x	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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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 17, 2012



*KBR, INC.*				Meeting Information Meeting Type: Annual Meeting For holders as of: March 29, 2012 Date: May 17, 2012 Time: 9:00 AM CDT Location: 601 Jefferson Street Houston, Texas 77002

				You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.
				See the reverse side of this notice to obtain proxy materials and voting instructions.

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How to Access the Proxy Materials


		Proxy Materials Available to VIEW or RECEIVE:
		1. Notice & Proxy Statement 2. Annual Report How to View Online: Have the information that is printed in the box marked by the arrow g (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL: sendmaterial@proxyvote.com If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow g (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 03, 2012 to facilitate timely delivery.

Please Choose One of the Following Voting Methods


		Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

		Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow g available and follow the instructions.

		Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.		Internal Use Only

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Voting items
The Board of Directors recommends you vote FOR the following:

1. Election of Directors
Nominees
01 W. Frank Blount 02 Loren K. Carroll 03 Linda Z. Cook 04 Jack B. Moore

The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5 and 6:
2. To amend KBR’s Certificate of Incorporation to eliminate the classified structure of the Board of Directors and provide for the annual election of directors.
3. To amend KBR’s Certificate of Incorporation to remove unnecessary and outdated provisions.
4. To ratify the appointment of KPMG LLP as our independent registered public accounting firm to audit the consolidated financial statements of KBR for the year ending December 31, 2012.
5. Advisory vote to approve Named Executive Officer compensation.
6. To approve the Amendment and Restatement of the KBR, Inc. 2006 Stock and Incentive Plan, as amended.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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		Reserved for Broadridge Internal Control Information

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