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



As previously reported, Mr. Alan L. Boeckmann retired as Executive Chairman of
the Board of Directors (the "Board") of Fluor Corporation (the "Corporation")
effective as of the date of the annual meeting of stockholders (the "Annual
Meeting") that was held on May 5, 2022.

On May 5, 2022, in recognition of Mr. Boeckmann's vital contributions to the
Corporation during his recent tenure as Executive Chairman, the Board determined
that (1) Mr. Boeckmann had fulfilled the objectives requested by the Board when
he rejoined the Corporation in 2019, (2) he would not be required to serve out
the remaining six months of the three-year retention period set forth in his
retention agreement dated November 26, 2019, and (3) he would receive the full
amount of $1,750,000 set forth in the retention agreement upon his retirement.
In making its decision, the Board took into account Mr. Boeckmann's significant
contributions, including his active support of the merger of NuScale Power LLC
("NuScale") with Spring Valley Acquisition Corp. completed in May 2022 and the
investment by Japan Bank for International Cooperation into NuScale in April
2022, leading the Board in the recruitment of four new directors and the
appointment of the Corporation's current Chief Executive Officer and management
team, supporting the development of the Corporation's new corporate strategy and
overseeing a number of other strategic and operational initiatives. The Board
also considered that Mr. Boeckmann's decision to not stand for reelection and
his retirement as of the Annual Meeting date was at the most appropriate time to
ensure a smooth transition to the Board's new Chairman.

Item 5.07. Submission of Matters to a Vote of Security Holders.



On May 5, 2022, at the Annual Meeting, the Corporation's stockholders (i)
elected Alan M. Bennett, Rosemary T. Berkery, David E. Constable, H. Paulett
Eberhart, James T. Hackett, Thomas C. Leppert, Teri P. McClure, Armando J.
Olivera and Matthew K. Rose to the Board to serve until the 2023 annual meeting
of stockholders and until their successors are duly elected and qualified; (ii)
approved, on an advisory basis, the compensation of the Corporation's named
executive officers, as described in the 2022 Proxy Statement, as filed with the
Securities and Exchange Commission on March 17, 2022 (the "2022 Proxy
Statement"); and (iii) ratified the appointment of Ernst & Young LLP as
independent registered public accounting firm for the year ending December 31,
2022.

The final voting results for the nine director nominees described in the 2022 Proxy Statement were as follows:



Director Nominee              For            Against         Abstain        Broker Non-Votes
Alan M. Bennett            88,777,546       11,485,014       253,063           17,940,184
Rosemary T. Berkery        97,312,938       2,926,494        276,191           17,940,184
David E. Constable         98,819,394       1,428,682        267,547           17,940,184
H. Paulett Eberhart        90,618,846       9,544,041        352.736           17,940,184
James T. Hackett           89,722,199       10,490,149       303,275           17,940,184
Thomas C. Leppert          98,999,818       1,237,004        278,801           17,940,184
Teri P. McClure            98,851,348       1,318,354        345,921           17,940,184
Armando J. Olivera         98,908,675       1,321,524        285,424           17,940,184
Matthew K. Rose            90,056,363       10,172,137       287,123           17,940,184

The final voting results for proposals 2 and 3 described in the 2022 Proxy Statement were as follows:



Proposal                                        For                    Against                Abstain                 Broker Non-Votes
Advisory vote to approve Fluor's
named executive officer                      84,223,132              15,671,402               621,089                    17,940,184

compensation



Ratification of the appointment of          108,418,697               9,208,762               828,348                        -
Ernst & Young LLP



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