Ms Sparky

The Annual Meeting of Stockholders of KBR, Inc has been scheduled for May 14, 2009, beginning at 9:00 a.m., local time in The Texas Room, located at 601 Jefferson Street, Houston, Texas 77002.

There are several issues on the agenda for the Annual Stockholders meeting. But I am only going to highlight the two proposals to address KBR’s alleged financial misconduct and human rights issues and abuses in Iraq. These proposal were put forth by KBR stockholders. KBR’s Board of Directors has recommended a vote AGAINST both proposals sighting both proposals “are not in the best interest of KBR or it’s stockholders.” Pretty disturbing attitude. Maybe the Board of Directors feels voting for these types of proposal would be some sort of an admission of guilt. If we don’t admit it, it’s not happening?

You decide!! If you have the determination to wade through all the KBR BS propaganda crap, there is a link at the bottom of the post that redirects you to the entire 2009 Proxy Statement.

PROPOSAL No. 3 (page 56)
STOCKHOLDER PROPOSAL
Mr. John C. Harrington, 1001 2nd Street, Suite 325, Napa, California 94559, a beneficial owner of 300 shares of KBR common stock, has notified us that he intends to present the following proposal at our Annual Meeting. The Company is not responsible for the contents of this proposal or supporting statement:

RESOLVED: To amend the Bylaws, by inserting at the end of Article III the following new section:

Section 13. Board Committee on Human Rights. There is established a Board Committee on Human Rights, which is created and authorized to review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide.

The Board of Directors is authorized in its discretion consistent with these Bylaws, the Articles of Incorporation and applicable law to (1) select the members of the Board Committee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern said Committee’s operations, (4) empower said Committee to solicit public input and to issue periodic reports to stockholders and the public, at reasonable expense and excluding confidential information, including but not limited to an annual report on the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide, and (5) any other measures within the Board’s discretion consistent with these Bylaws and applicable law.

Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors.

Supporting Statement
The proposed Bylaw section would establish a Board Committee on Human Rights which would review and make policy recommendations regarding human rights issues raised by the company’s activities and policies. We believe the proposed Board Committee on Human Rights could be an effective mechanism for addressing the human rights implications of the company’s activities and policies as they emerge anywhere in the world. In defining “human rights,” proponents suggest that the committee could use the US Bill of Rights and the Universal Declaration of Human Rights as nonbinding benchmark or reference documents.

KBR’s Statement in Opposition to Proposal No. 3

The Board of Directors believes this proposal is not in the best interests of KBR or its stockholders and recommends a vote AGAINST it.

Our Board of Directors and management are fully committed to KBR’s mission, vision and values, which support and promote the improvement of human rights around the world. As reported on our corporate website at ww.kbr.com, our daily mission is: “To safely deliver any project, any time, in any environment for the benefit of our customers, shareholders, employees and the communities we serve.”

In carrying out our mission, we have earned a global reputation of a commitment to safety. We share the proponent’s ongoing concerns for human rights and we are continually working to promote human rights within our business practices and the communities in which we operate. In addition, we closely monitor health and safety issues through our separate Health, Safety and Environment (HSE) Committee of independent directors, which reports to the full Board of Directors.

Our Code of Business Conduct, employee policies and guidelines embody not only compliance with the law on human rights, including laws prohibiting discrimination, harassment and coerced and child labor, but also ethical principles to be applied in the everyday work of the Company. These ethical principles include honesty, integrity and air-dealing, as well as the improvement of working conditions for our employees. Our Code of Business Conduct contains the specific policies adopted by the Board of Directors and is available on our website at www.kbr.com, by clicking on “About KBR,” then “Corporate Governance,” then “Code of Business Conduct.”

KBR enforces its Code of Business Conduct and other policies affecting workplace human rights through a well-developed training and compliance program. Each of our approximately 57,000 employees worldwide, and those of our majority-owned joint ventures, is required to participate in training on the Code of Business Conduct each year. Part of that training includes educating our employees of their obligation to report potential violations of our Code of Business Conduct so that such allegations may be thoroughly investigated. Each employee is informed repeatedly, through the Code of Business Conduct training, printed media and video monitors throughout our offices, of the ability to make anonymous reports, with the assistance of a translator, if needed, through our Ethics Hotline, which is operated 24 hours a day. Allegations are investigated as appropriate, either by KBR personnel or a third party and when required, brought to the attention of the Audit Committee or the Board of Directors.

In 2008, we also required each of our employees around the world to participate in training on our “Trafficking in Persons” policy, which applies to all KBR employees, KBR subcontractors and subcontractor employees. The training was designed to reinforce our policy against trafficking in persons, including deceptive hiring practices, illegal treatment of third country nationals and substandard worker living conditions. Through the training, KBR has clearly and repeatedly communicated a zero-tolerance policy with respect to trafficking in persons and forced labor. The Ethics Hotline is available to report potential violations of this policy and the Audit Committee and the Board of Directors are informed of any investigations that merit their attention.

Our suppliers and subcontractors are also contractually required to abide by our Code of Business Conduct and to report possible violations directly to KBR management or through the Ethics Hotline. KBR is in the process of communicating with each significant supplier to our Government and Infrastructure business unit to reinforce this obligation and urge reporting of any suspected violations.

KBR also seeks to improve the quality of life in the communities in which its employees live and work through our charitable giving program, which includes monetary contributions, in-kind contributions, employee involvement and employee giving programs. In 2008, we provided over $2 million of funding and sponsorship to a number of organizations whose missions align with our focus on education, health and environment.

As described above, KBR’s management and Board of Directors are already devoting substantial resources and attention to human rights issues, as embodied in our mission, vision and values, our Code of Business Conduct and our continued commitment to improving the lives of our employees and others within the communities in which we operate. For these reasons, we do not believe that the proponent’s proposal to establish another committee of the Board to oversee these activities is necessary or a good use of company resources.

For all the reasons set forth above, the Board of Directors recommends a vote AGAINST Proposal No. 3. Properly dated and signed proxies, and proxies properly submitted over the Internet and by telephone, will be so voted unless stockholders specify otherwise.

PROPOSAL No. 4 (page 58)
STOCKHOLDER PROPOSAL
The New York City Police Pension Fund, owner of 136,376 KBR shares, The New York City Teachers’ Retirement System, owner of 167,274 KBR shares, the New York City Employees’ Retirement System, owner of 151,205 KBR shares and the New York City Board of Education Retirement System, owner of 16,600 KBR shares, through their custodian and trustee, The Office of the Comptroller of the City of New York City, 1 Centre Street, New York, New York 10007-2341, have notified us that they intend to present the following proposal at our annual meeting. The Company is not responsible for the contents of this proposal or supporting statement:

WHEREAS, KBR, Inc., is the largest contractor with the US government in Iraq, with 14,000 employees in that country providing logistical support to the US armed forces, and

WHEREAS, KBR has been accused by Defense Department auditors and members of Congress of serious irregularities relating to the performance of the company’s contractual obligations in Iraq, including inflated prices for delivered goods, overcharges, and false charges for services not rendered, (“Pentagon Finds Company Violated It’s Contract for Electrical Work in Iraq”, New York Times, 10/28/08; “Iraq: KBR Faulted On Water Provided to Soldiers”, Washington Post 3/11/08; Audit of KBR Iraq Contract Faults Records for Fuel, Food”, Washington Post, 6/25/07; “Bribery Network to Bloat War Costs is Alleged”, New York Times, 7121/07), and

WHEREAS, KBR has been charged in civil actions filed in the US with participating in human rights abuses relating to treatment of its contract employees, including collusion in suppression of evidence relating to abuses and human trafficking (“KBR, Partner in Iraq, Sued in Human Trafficking Case”, Washington Post 8/28/08, “Federal Judge Rules Iraq ‘Gang Rape Victim’ Can Seek Trial in US” Times of London, 5/12/08),

THEREFORE, shareholders request that the company establish a committee of independent directors to review allegations of financial misconduct and human rights abuses on the part of the company and it’s employees in Iraq, and to report to shareholders on it’s findings with recommendations for improved oversight of the company’s international operations.

KBR’s Statement in Opposition to Proposal No. 4

The Board of Directors believes this proposal is not in the best interest of KBR or its stockholders and recommends a vote AGAINST it.

KBR’s commitment to its customers, including the U.S Army, is well established over its history of over a century of business, beginning with the founding of M.W. Kellogg in 1901. More recently, in 2001 KBR was awarded the LOGCAP III contract to provide global support to the U.S. Army during contingency events. This relationship with the U.S. Army has resulted in primarily “excellent” performance ratings. One aspect of the performance ratings includes input from government auditors on the financial management of the contract by KBR. With regard to the ongoing management of our LOGCAP III contract, we are engaged with the Government Contracting Officer on a daily basis and have satisfactorily resolved a number of disputes regarding the contract. We are working diligently with the Government Contracting Officer to resolve any outstanding disputes in a timely manner. KBR’s excellent service and commitment to deliver in the harshest conditions was recognized with the award of the new U.S. Army logistics contract, LOGCAP IV in April 2008.

As with all of our operations and employees around the world, our employees and subcontractors operating in Iraq and Afghanistan are subject to and governed by our Code of Business Conduct, which contains the legal and ethical directives by which employees and agents of the company are expected to conduct its business. As discussed in Proposal No. 3 above, KBR has an extensive program of training and enforcement of its Code of Business Conduct and investigates all potential violations of its Code, reporting to the Audit Committee and the Board of Directors as appropriate. Our Board of Directors includes a majority of directors who meet the standards for independence established by applicable laws and regulations as well as the more stringent standards of proxy analyst firms such as Risk Metrics. Our Audit Committee is composed solely of directors meeting these independence standards. In addition, we closely monitor health and safety issues through our separate Health, Safety and Environment (HSE) Committee of independent directors, which reports to the full Board of Directors.

The Code of Business Conduct specifically addresses internal accounting controls, procedures and records and establishes the guidelines and procedures related to keeping books and records that in reasonable detail accurately and fairly reflect KBR’s transactions and disposition of assets. KBR’s Audit Services department is charged with auditing compliance with these policies of the Code of Business Conduct and reporting its findings to the Audit Committee of the Board of Directors. The internal accounting controls and books and records pertaining to our contracts with the U.S. Army are covered by this policy and included in the internal audits conducted by the KBR Audit Services department. In accordance with the Sarbanes-Oxley Act of 2002, all significant matters involving accounting, internal controls or auditing communicated through the Ethics Hotline or the email address published on the company’s website, will be brought to the attention of the Chairman of the Audit Committee.

KBR’s management and Board of Directors are informed of all significant investigations regarding alleged violations of KBR’s Code of Conduct. KBR’s Board of Directors and the Audit Committee regularly review matters involving KBR’s financial standards and reporting, including matters such as those discussed by the proponent. The roponent’s suggestion of establishing a committee of independent directors to review allegations arising out of KBR’s operations in Iraq is unnecessary, as it has already been substantially implemented in the normal operation of the Board of Directors and its committees.

For all the reasons set forth above, the Board of Directors recommends a vote AGAINST Proposal No. 4. Properly dated and signed proxies, and proxies properly submitted over the Internet and by telephone, will be so voted unless stockholders specify otherwise.

To read the entire document which includes all Meeting Proposals, Executive Officer information and compensation (starts on page 26), Board of Directors information, Committee and committee member information and other general BS click HERE. If you can’t get it there click HERE.

Ms Sparky