8-K

FLUOR CORP (FLR)

8-K 2021-05-11 For: 2021-05-06
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2021

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 001-16129 33-0927079
(State or other jurisdiction of<br> incorporation) (Commission File Number) (IRS Employer Identification<br> No.)
6700 Las Colinas Blvd. Irving, Texas 75039
--- ---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(469

) 398-7000

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:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value per share FLR New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)–(b)  On May 6, 2021, at the Fluor Corporation (“Fluor”) annual meeting of stockholders (the “Annual Meeting”), Fluor’s stockholders (i) elected Alan M. Bennett, Rosemary T. Berkery, Alan L. Boeckmann, David E. Constable, H. Paulett Eberhart, James T. Hackett, Thomas C. Leppert, Teri P. McClure, Armando J. Olivera and Matthew K. Rose to the Board of Directors to serve until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation of Fluor’s named executives, as described in the 2021 Proxy Statement, as filed with the Securities and Exchange Commission on March 19, 2021 (the “2021 Proxy Statement”); and (iii) ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2021.

The final voting results for the ten director nominees described in the 2021 Proxy Statement were as follows:

Director Nominee For Against Abstain Broker Non-Votes
Alan M. Bennett 92,296,146 3,135,257 333,606 22,311,222
Rosemary T. Berkery 91,901,731 3,476,845 386,433 22,311,222
Alan L. Boeckmann 92,907,312 2,580,648 277,049 22,311,222
David E. Constable 93,538,457 1,919,537 307,015 22,311,222
H. Paulett Eberhart 93,013,800 2,360,748 390,461 22,311,222
James T. Hackett 91,738,456 3,710,588 315,565 22,311,222
Thomas C. Leppert 93,181,822 2,189,600 393,587 22,311,222
Teri P. McClure 93,295,456 2,072,724 396,829 22,311,222
Armando J. Olivera 92,280,917 3,141,765 342,327 22,311,222
Matthew K. Rose 92,475,423 2,953,666 335,920 22,311,222

The final voting results for proposals 2 and 3 described in the 2021 Proxy Statement were as follows:

Proposal For Against Abstain Broker Non-Votes
Advisory vote to approve Fluor’s named executive compensation 81,725,609 13,348,457 690,943 22,311,222
Ratification of the appointment of Ernst & Young LLP 115,224,717 2,560,499 291,015

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.

Date: May 11, 2021 FLUOR CORPORATION
By: /s/ John R. Reynolds
John R. Reynolds
Executive Vice President, Chief Legal Officer and Secretary