UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On October 30, 2019, the Organization and Compensation Committee (the “Committee”) of the Board of Directors of Fluor Corporation (the “Corporation”) made several modifications to the Corporation’s executive compensation program. A summary of the changes is as follows:
Stock-Based Performance Awards. Effective for 2020, the Corporation’s stock-based Value Driver Incentive Awards will be renamed Performance Awards. The number of earned shares under the Performance Awards will be determined based on the Corporation’s performance using two equally rated measures: (i) return on invested capital and (ii) earnings per share. The number of earned shares will be modified based on the Corporation’s three-year cumulative total shareholder return relative to companies in the S&P 500 (the “Relative TSR”). If the Corporation’s Relative TSR is in the bottom 1/3 of the S&P 500, the earned shares will be decreased by 30%. If the Corporation’s Relative TSR is in the top 1/3 of the S&P 500, the earned shares will be increased by 30%. No adjustment will be made if the Corporation’s Relative TSR is in the middle 1/3.
Annual Incentive Awards. Effective for 2020, the weightings of the performance measures for annual incentive awards for all executive officers will be: (i) 30% corporate net earnings, (ii) 30% cash flow from operations, (iii) 10% safety, and (iv) 30% strategic performance.
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.
| November 1, 2019 | FLUOR CORPORATION | |
| By: | /s/Dawn A. Stout | |
| Dawn A. Stout | ||
| Senior Vice President, Chief Compliance Officer and Secretary | ||