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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 112K
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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
i1.750% Senior Notes due 2023
iFLR 23
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 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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
On April
14, 2022, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) amended Section 3.02 of the Amended and Restated Bylaws of the Corporation (the “Bylaws”), effective immediately, to change the authorized number of directors to be no less than nine and no more than fourteen. The Bylaws previously provided that the number of directors must be at least ten and no more than fourteen. The Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and the text thereof is incorporated
herein by reference.
In connection with Mr. Alan L. Boeckmann’s previously disclosed decision to retire from the Board as of the annual meeting of stockholders, to be held on May 5, 2022, the Board decreased the size of the Board from ten to nine members, effective May 5, 2022.
Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.
2
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.
