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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)
i6700 Las Colinas Blvd.
iIrving,
iTexas
i75039
(Address
of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (i469) i398-7000
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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon Stock, $.01 par value per share
iFLR
iNew
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 i☐
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 2.02. Results of Operations and Financial Condition.
On May 3, 2024, Fluor Corporation (the “Company”) announced its financial results for the quarter ended March 31, 2024. A copy of the press
release (the “Earnings Release”) making this announcement is attached hereto as Exhibit 99.1.
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.
On May 1, 2024, at the Company's annual meeting of stockholders (the “Annual Meeting”), the Company's stockholders (i) elected Alan M. Bennett, Rosemary T. Berkery, David E. Constable, H. Paulett Eberhart, Lisa Glatch, James T. Hackett, Thomas C. Leppert, Teri P. McClure, Armando J. Olivera and Matthew K. Rose to the Board to serve until the 2025 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 2024 Proxy Statement, as filed with the Securities and Exchange Commission on March 13, 2024 (the “2024 Proxy Statement”); and (iii) ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2024.
The final voting results for the ten director nominees described in the 2024 Proxy Statement were as follows:
Director
Nominee
For
Against
Abstain
Broker Non-Votes
Alan M. Bennett
132,981,612
4,709,380
210,480
14,217,386
Rosemary T. Berkery
134,482,301
3,210,164
209,007
14,217,386
David
E. Constable
135,786,586
1,927,233
187,653
14,217,386
H. Paulett Eberhart
122,294,961
15,395,066
211,445
14,217,386
Lisa Glatch
137,322,149
371,949
207,374
14,217,386
James
T. Hackett
132,817,819
4,872,749
210,904
14,217,386
Thomas C. Leppert
136,869,473
827,036
204,963
14,217,386
Teri P. McClure
136,400,527
1,278,642
222,303
14,217,386
Armando
J. Olivera
135,397,192
2,276,528
227,752
14,217,386
Matthew K. Rose
134,404,275
3,286,518
210,679
14,217,386
The final voting results for proposal 2 described in the 2024
Proxy Statement were as follows:
Proposal
For
Against
Abstain
Broker
Non-Votes
Advisory vote to approve the Company’s executive compensation
127,174,520
10,279,999
446,953
14,217,386
The final voting results for proposal 3 described in the 2024 Proxy Statement were as follows:
Proposal
For
Against
Abstain
Broker
Non-Votes
Ratification of the appointment of Ernst & Young LLP
Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.
3
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.
