Item 2.02. Results of Operations and Financial Condition.
On
The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934. The Company includes backlog and new awards data in the Earnings Release. Backlog is a measure of the total dollar value of work to be performed on contracts awarded and in progress. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. New awards measure the total dollar value of work to be performed on contracts awarded in the period. Backlog and new awards measures are regularly reported in the construction industry.
Item 5.07. Submission of Matters to a Vote of Security Holders.
OnMay 3, 2023 , at the Company's annual meeting of stockholders (the "Annual Meeting"), the Company's stockholders (i) electedAlan M. Bennett ,Rosemary T. Berkery ,David E. Constable ,H. Paulett Eberhart ,James T. Hackett ,Thomas C. Leppert ,Teri P. McClure ,Armando J. Olivera andMatthew K. Rose to the Board to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation of the Company's named executive officers, as described in the 2023 Proxy Statement, as filed with theSecurities and Exchange Commission onMarch 15, 2023 (the "2023 Proxy Statement"); (iii) approved, on an advisory basis, annual advisory votes to approve the Company's executive compensation; and (iv) ratified the appointment ofErnst & Young LLP as independent registered public accounting firm for the year endingDecember 31, 2023 .
The final voting results for the nine director nominees described in the 2023 Proxy Statement were as follows:
Director Nominee For Against Abstain Broker Non-Votes Alan M. Bennett 105,764,232 6,983,172 151,433 12,584,076 Rosemary T. Berkery 106,548,271 6,188,327 162,239 12,584,076 David E. Constable 110,774,960 1,971,068 152,809 12,584,076 H. Paulett Eberhart 96,570,854 16,170,073 157,910 12,584,076 James T. Hackett 107,690,194 5,066,533 142,110 12,584,076 Thomas C. Leppert 108,973,896 3,767,942 156,999 12,584,076 Teri P. McClure 108,994,139 3,749,104 155,594 12,584,076 Armando J. Olivera 108,851,624 3,895,190 152,023 12,584,076 Matthew K. Rose 108,223,096 4,513,031 162,710 12,584,076 The final voting results for proposal 2 described in the 2023 Proxy Statement were as follows: Proposal For Against Abstain Broker Non-Votes Advisory vote to approve the 100,090,596 12,339,976 468,265 12,584,076
Company's executive compensation
The final voting results for proposal 3 described in the 2023 Proxy Statement were as follows: Proposal 1 Year 2 Year 3 Year Abstain Advisory vote to approve the frequency of future advisory votes 110,389,669 126,620 2,161,707 220,841 to approve the Company's executive compensation 2
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The Board determined that an advisory vote on the Company's executive compensation will be held annually until the next vote on the frequency of such votes.
The final voting results for proposal 4 described in the 2023 Proxy Statement were as follows: Proposal For Against Abstain Broker Non-Votes Ratification of the appointment of 118,246,712 6,916,751 319,450 -
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release issued byFluor Corporation onMay 5, 2023 announcing its financial results for the quarter endedMarch 31, 2023 . 104 Cover Page Interactive Data File, formatted in
Inline XBRL, and included
as Exhibit 101. 3
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