UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

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)

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 St.

Houston, TX 77002

PROXY SUPPLEMENT

This is a supplement (this “Supplement”) to the proxy statement (the “Proxy Statement”) of KBR, Inc. (the “Company”), dated April 3, 2023, furnished to stockholders of the Company in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m. Central Daylight Time on Wednesday, May 17, 2023, at www.virtualshareholdermeeting.com/KBR2023. This Supplement is being filed with the Securities and Exchange Commission and is being made available to stockholders on or about April 30, 2023. This Supplement should be read in conjunction with the Proxy Statement.

To Stockholders of KBR, Inc.:

We are deeply saddened to inform you that Lt. General Vincent R. Stewart, USMC (Ret.), a member of our Board, passed away on April 28, 2023. The Board expresses its gratitude and appreciation for Lt. General Stewart’s service to the Company and its stockholders and sends its condolences to his family and friends.

General Lester L. Lyles, USAF (Ret.), Chairman of the Board of KBR, stated, “On behalf of KBR’s Board of Directors, we extend our deepest sympathies to Vince’s family. He offered sound judgement and a wealth of experience to the Board, and we will miss his warmth, character, and dedication. It was a privilege to work alongside Vince.”

As of the date of this Supplement, the Board has determined not to fill the vacancy created by Lt. General Stewart’s passing, nor to appoint a successor nominee for election at the Annual Meeting. Accordingly, the Board has reduced its size from ten to nine members.

If you have already voted by Internet, telephone, or mail, no action is required from you unless you wish to change your vote. This Supplement does not change the proposals to be acted on at the Annual Meeting, which are described in the Proxy Statement. Important information regarding how to vote your shares and revoke proxies already cast is available in the Proxy Statement under the caption “General Information About KBR’s Annual Meeting.”

The shares represented by proxy cards returned or voting instructions submitted before the Annual Meeting will be voted with respect to all other matters properly brought before the Annual Meeting as instructed on the proxy card or pursuant to the voting instructions.

On behalf of the Board, management, and employees of KBR, thank you for your continued support.

By Order of the Board of Directors,

Sonia Galindo

Executive Vice President, General Counsel

& Corporate Secretary

May 1, 2023