flr-202401100001124198false00011241982024-01-102024-01-10
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): January 10, 2024
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-16129 | | 33-0927079 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification
Number) |
| | | | | | | | | | | |
| 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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2024, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) voted to increase the size of the Board to ten members, effective January 15, 2024. The Board elected Ms. Lisa Glatch to the Board, effective January 15, 2024, to fill the new position authorized by the Board.
Ms. Glatch has been appointed a member of the Board's Audit Committee and Commercial Strategies and Operational Risk Committee. The Board has affirmatively determined that Ms. Glatch 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.
Ms. Glatch will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in Exhibit 10.25 filed with the Corporation’s Annual Report on Form 10-K filed on February 21, 2023.
In connection with Ms. Glatch’s election, the Corporation and Ms. Glatch 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.
Date: January 16, 2024
| | | | | | | | |
| FLUOR CORPORATION |
| | |
| | By: | /s/ John R. Reynolds |
| | | John R. Reynolds |
| | | Executive Vice President, Chief Legal Officer and Secretary |