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EX-99.1 - EX-99.1 - FLUOR CORPa13-23491_1ex99d1.htm

 

 

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 reported event): October 31, 2013

 

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 Boulevard

Irving, Texas

 

75039

(Address of principal executive offices)

 

(Zip Code)

 

(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:

 

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

 

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

 

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

 

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

 

 

 



 

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

 

(d)                                 On October 31, 2013, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) voted to increase the size of the Board from twelve to thirteen members, effective October 31, 2013.  The Board also voted to elect Mr. Lynn C. Swann to the Board, effective October 31, 2013, to fill the new position authorized by the Board.

 

Mr. Swann has been appointed as a member of the Audit Committee of the Board, effective October 31, 2013.  The Board has affirmatively determined that Mr. Swann 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. Swann will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in Exhibit 10.12 filed with the Company’s Quarterly Report on Form 10-Q on August 2, 2012.

 

In connection with Mr. Swann’s election, the Corporation and Mr. Swann entered into the form of indemnification agreement filed with the Corporation’s Annual Report on Form 10-K filed on February 25, 2009.

 

A copy of the Corporation’s November 4, 2013 press release announcing the election of the new director is attached hereto as Exhibit 99.1.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Press Release Issued by Fluor Corporation on November 4, 2013, announcing the election of a new director.

 

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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 4, 2013

 

FLUOR CORPORATION

 

 

 

 

By:

/s/ Carlos M. Hernandez

 

 

Carlos M. Hernandez

 

 

Chief Legal Officer and Secretary

 

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FLUOR CORPORATION

INDEX OF EXHIBITS

 

Exhibit 
Number

 

Description

99.1

 

Press Release Issued by Fluor Corporation on November 4, 2013, announcing the election of a new director.

 

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