UNITED STATES
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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.
(d) On September 9, 2019, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) voted to increase the size of the Board to eleven members, effective September 9, 2019. The Board elected Mr. Thomas C. Leppert to the Board, effective September 9, 2019, to fill the new position authorized by the Board.
Mr. Leppert has been appointed as a member of the Audit and Risk Committees of the Board, effective September 9, 2019. The Board has affirmatively determined that Mr. Leppert is independent of the Corporation and its management under New York Stock Exchange listing standards and the standards set forth in the Corporation’s Corporate Governance Guidelines.
Mr. Leppert will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in Exhibit 10.20 filed with the Corporation’s Annual Report on Form 10-K filed on February 20, 2018.
In connection with Mr. Leppert’s election, the Corporation and Mr. Leppert will enter into the form of indemnification agreement filed with the Corporation’s Annual Report on Form 10-K filed on February 25, 2009.
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.
| September 12, 2019 | FLUOR CORPORATION | |
| By: | /s/ Dawn A. Stout | |
| Dawn A. Stout | ||
| Senior Vice President, Chief Compliance Officer and Secretary | ||