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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 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 8.01. Other Events.
On December 19, 2011, William P. Utt, Chairman, President and Chief Executive Officer of KBR, Inc., adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and KBR, Inc.’s Policy Against Insider Trading. Under Rule 10b5-1, directors, officers and other employees who are not in possession of material non-public information may adopt a pre-arranged plan or contract for the sale of Company securities under specified conditions and at specified times. Using these 10b5-1 plans, individuals can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non-public information.
Mr. Utt’s 10b5-1 plan provides for the sale of up to 71,694 shares Mr. Utt already owns. Shares may be sold under Mr. Utt’s plan on the open market at prevailing market prices and subject to a minimum price threshold specified in his plan. The plan will terminate no later than December 31, 2012.
Any transactions under Mr. Utt’s plan will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission when due.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KBR, INC.
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Date: December 22, 2011
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By:
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/s/ Jeffrey B. King
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Vice President, Public Law
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