Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 17, 2020, the Board of Directors (the "Board") of Fluor Corporation
(the "Corporation") voted to increase the size of the Board to thirteen members,
effective October 1, 2020. The Board elected Ms. Teri P. McClure to the Board,
effective October 1, 2020, to fill the new position authorized by the Board.
Ms. McClure has been appointed a member of the Audit and Governance Committees
of the Board. The Board has affirmatively determined that Ms. McClure 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. McClure 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 Ms. McClure's election, the Corporation and Ms. McClure will
enter into the form of indemnification agreement filed with the Corporation's
Annual Report on Form 10-K filed on February 25, 2009.
Item 5.08 Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
On September 17, 2020, the Board established November 24, 2020 as the date of
the Corporation's 2020 annual meeting of stockholders (the "2020 Annual
Meeting") and set September 28, 2020 as the record date for determining
stockholders who are eligible to receive notice of and vote at the 2020 Annual
Meeting. The Corporation will publish additional details regarding the exact
time, location and matters to be voted on at the 2020 Annual Meeting in the
Corporation's proxy statement for the 2020 Annual Meeting. Because the date of
the 2020 Annual Meeting represents a change of more than 70 calendar days from
the anniversary date of the Corporation's 2019 annual meeting of stockholders
(the "2019 Annual Meeting"), the deadlines for stockholders to submit proposals
and nominations of directors for the 2020 Annual Meeting as set forth in the
Corporation's definitive proxy statement for the 2019 Annual Meeting are no
longer effective.
Advance Notice Deadline. Under the Corporation's Amended and Restated Bylaws
(the "Bylaws"), in order for director nominations or other business to be
presented at the 2020 Annual Meeting (other than by means of inclusion as proxy
access nominations under the Bylaws or stockholder proposals in the proxy
materials under Rule 14a-8 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which are each described below), written notice must be
delivered to the Corporation's Secretary not later than the close of business on
October 3, 2020. Such notice must comply with the procedural and content
requirements of the Bylaws.
Proxy Access Nominations Deadline. Under the Bylaws, in order for proxy access
nominations to be included in the Corporation's proxy materials and presented at
the 2020 Annual Meeting, written notice must be delivered to the Corporation's
Secretary not later than the close of business on October 3, 2020. Such notice
must comply with the procedural and content requirements of the Bylaws.
Rule 14a-8 Proposals Deadline. Stockholder proposals intended for inclusion in
the Company's definitive proxy statement for the 2020 Annual Meeting pursuant to
Rule 14a-8 under the Exchange Act must be received at the Corporation's
principal executive office not later than the close of business on October 3,
2020 (which the Company believes is a reasonable time before it begins to print
and send its proxy materials).
All submissions must be made to Secretary, Fluor Corporation, 6700 Las Colinas
Boulevard, Irving, Texas 75039.
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