8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 3, 2022

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

(469) 398-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2022, Mr. Alan L. Boeckmann, Executive Chairman of the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”), informed the Board that he will not stand for reelection at the next annual meeting of stockholders to be held on May 5, 2022, and will retire as Executive Chairman effective as of the annual meeting date.

In connection with Mr. Boeckmann’s retirement, the Board appointed Mr. David E. Constable, the Corporation’s Chief Executive Officer, as Chairman of the Board effective upon Mr. Boeckmann’s retirement.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release regarding the foregoing matters is furnished as Exhibit 99.1 hereto.

Item 9.01.  Financial Statements and Exhibits.

(d)                                 Exhibits.

SIGNATURES

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.

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Document

FOR IMMEDIATE RELEASE

Alan Boeckmann to Retire as Executive Chairman of Fluor

Fluor’s Board Appoints CEO David Constable as New Chairman

IRVING, Texas (February 08, 2022) – Fluor Corporation (NYSE: FLR) announced that Alan Boeckmann, the company’s current executive chairman, will not stand for re-election at the annual shareholders meeting on May 5, 2022. Fluor’s Chief Executive Officer (CEO) David Constable has been appointed by the board of directors to succeed Boeckmann as chairman in addition to his CEO role.

“Alan rejoined Fluor’s board as executive chairman in 2019 and has served Fluor Corporation for nearly 40 years in leadership positions, including the company’s chairman and CEO from 2002 to 2011. Alan then served as non-executive chairman until 2012,” said David Constable, Fluor’s CEO. “He has an unmatched understanding of our industry. Alan’s depth and breadth of knowledge of the global engineering and construction industry and Fluor’s clients served as an anchor for decades. More recently, Alan provided tremendous leadership and insight to Fluor’s management and its board and helped restore the confidence of stakeholders across the globe. He will continue to serve on the board of NuScale Power going forward,” Constable said.

“Fluor’s Board of Directors requested that I return to the company nearly 3 years ago, and for Fluor, the answer ‘no’ was not in my vocabulary. It has always been my intention to help the company in any way I was able, and so I was honored by the invitation,” said Alan Boeckmann. “Since that time, under David Constable’s leadership, Fluor’s balance sheet has been strengthened and investor confidence has been restored. As such, I believe the timing is right for me to retire following the substantial positive strides of improvement we have delivered for our clients, shareholders and stakeholders,” Boeckmann said.

“I began my career with Fluor in 1974, and I have great respect and appreciation for the employees who work at Fluor around the world. I would like to thank Fluor’s board and senior leadership for their confidence in me and their perseverance in charting a course to build a better world.” Boeckmann said.

Prior to becoming Fluor’s CEO in January 2021, Constable held various leadership roles within the company from 1982 to 2011. He is a board member of ABB and a former director of Anadarko and Rio Tinto. He also served as CEO and executive director of Sasol from 2011 to 2016. Constable became a member of Fluor’s Board of Directors in 2019 and chaired the Commercial Strategies and Operational Risk Committee.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 44,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $14.2 billion in 2020 and is ranked 196 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has been providing engineering, procurement and construction services for more than 100 years. For more information, please visit www.fluor.com or follow Fluor on Twitter, LinkedIn, Facebook and YouTube.

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