8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2013

URS Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)
1-7567 (Commission File No.)	94-1381538 (IRS Employer Identification No.)

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 774-2700

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Appointment of Certain Officers

On May 23, 2013, the Board of Directors (the “Board”) of URS Corporation (“URS”) appointed William J. (Bill) Lingard, age 53, as Executive Vice President and Chief Operating Officer of URS.  From May 2012 until his promotion, Mr. Lingard served as URS’s Vice President and President of URS’ Oil & Gas Division.  He served as President and Chief Executive Officer of Flint Energy Services Ltd. (“Flint Energy”) from January 2005 until it was acquired by URS in May 2012.

On May 23, 2013, the Board also promoted H. Thomas Hicks, age 62, to Executive Vice President and Chief Financial Officer of URS.  Mr. Hicks has served as URS’ Vice President and Chief Financial Officer since March 2006.

In connection with Mr. Lingard’s appointment as Executive Vice President and Chief Operating Officer of URS, on May 23, 2013 the Board appointed Wayne S. Shaw, age 51, as URS’ Vice President and President of URS’s Oil & Gas Division.  From May 2012 until his promotion, Mr. Shaw served as the Chief Operating Officer of URS’s Oil & Gas Division.  He was Chief Operating Officer of Flint Energy from January 2012 until it was acquired by URS in May 2012.  He was President of Operations of Flint Energy from January 2011 to January 2012, and he served as Senior Vice President, Facility Infrastructure Construction of Flint Energy from 2001 until 2010.

A copy of the press release announcing the appointments of Mr. Lingard, Mr. Hicks and Mr. Shaw is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Increase in Base Salary

On May 22, 2013, in anticipation of, and subject to, the appointments described above, and in connection with the periodic review of executive compensation by the Compensation Committee of the Board (the “Committee”), the Committee approved the following annual base salary increases for the following executive officers of URS, effective May 31, 2013:

Name*	Fiscal Year 2012 Base Salary		Fiscal Year 2013 Base Salary
Thomas W. Bishop	$	536,000	$	536,000
Reed N. Brimhall	$	515,000	$	525,000
H. Thomas Hicks	$	657,000	$	700,000
Gary V. Jandegian	$	668,000	$	690,000
Susan B. Kilgannon	$	374,000	$	390,000
William J. Lingard	$	600,000	$	800,000
Joseph Masters	$	546,000	$	575,000
Wayne S. Shaw	$	450,000	$	500,000
Randall A. Wotring	$	594,000	$	630,000
Robert W. Zaist	$	594,000	$	612,500

* The Committee did not approve any increase in the annual base salary of Martin M. Koffel, URS’ Chief Executive Officer.  In addition, the Committee did not approve any increases in the target annual cash bonus opportunity of Mr. Koffel or the other executive officers named above, except for Mr. Shaw, whose target annual cash bonus opportunity was increased from 70% to 100% of his base salary in connection with his promotion.

Amendment and Restatement of URS Corporation 2008 Equity Incentive Plan

On May 23, 2013, URS’ stockholders approved an amendment and restatement of the URS Corporation 2008 Equity Incentive Plan.  Originally approved by the Board and stockholders in 2008, the 2008 Equity Incentive Plan (the “2008 Plan”) was amended and restated by the Board, subject to stockholder approval, on March 28, 2013 (as amended and restated, the “Incentive Plan”).

The Incentive Plan is administered by the Board, which has the power to delegate some or all of the administration to one or more committees of the Board.  The Incentive Plan provides URS with the ability to grant incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, non-executive director stock awards, performance stock awards and other forms of equity compensation, as well as performance cash awards.  Subject to adjustment for certain changes in URS’s capitalization, the aggregate maximum number of shares of common stock that may be issued under the Incentive Plan is 6,500,000 shares.  All of URS’ employees (including executive and other officers) and employees of its affiliates, consultants (including employees of and consultants to its affiliates), and non-employee directors are eligible to participate in the Incentive Plan.

1

The Incentive Plan included the following material changes to the 2008 Plan:

·   increased the aggregate number of shares of our common stock authorized for issuance under the Incentive Plan by 1,500,000 shares (for an aggregate of 6,500,000 shares);

·   extended the term of the Incentive Plan until May 23, 2018;

·   eliminated certain minimum vesting requirements for awards in accordance with updated guidelines for equity compensation plans established by certain institutional stockholders;

·   added a provision to specifically prohibit the cancellation of any outstanding stock option that has an exercise price greater than the then current fair market value of our common stock in exchange for cash or other stock awards under the Incentive Plan without prior stockholder approval;

·   added a provision that subjects all awards granted under the Incentive Plan to recoupment in accordance with any clawback policy that URS is required to adopt pursuant to the listing standards of any national securities exchange or association on which its securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law; and

·   to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), eliminated the ability of a participant to elect the manner in which any payments that would be nondeductible by URS as “excess parachute payments” made in connection with a change in control under Section 280G of the Code will be reduced.

Approval of the Incentive Plan by URS’ stockholders also constituted approval of terms and conditions set forth therein that will permit URS to grant performance-based stock and cash awards under the Incentive Plan that may qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code.  Upon stockholder approval at the Annual Meeting, the Incentive Plan became effective as of March 28, 2013, the date that it was adopted by our Board.

The above description of the Incentive Plan is a summary only and is qualified in its entirety by reference to the complete text of the Incentive Plan, which is appended to URS’s Proxy Statement for the 2013 Annual Meeting of Stockholders filed with the SEC on April 15, 2013 and incorporated herein by reference.

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

At the 2013 Annual Meeting of Stockholders held on May 23, 2013, the following proposals were adopted by a final vote of URS’s stockholders:

1.  The stockholders voted to approve the election of the following directors by the votes set forth below to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier deaths, resignations or removal.

	For		Against		Abstain		Broker Non-Votes
Mickey P. Foret		65,147,035		342,334		72,006		3,903,781
Senator William H. Frist, M.D.		65,337,254		157,809		66,312		3,903,781
Lydia H. Kennard		65,231,545		259,577		70,253		3,903,781
Donald R. Knauss		63,352,645		2,137,381		71,349		3,903,781
Martin M. Koffel		61,753,609		3,621,840		185,926		3,903,781
Timothy R. McLevish		64,528,381		962,649		70,345		3,903,781
General Joseph W. Ralston, USAF (Ret.)		63,774,376		1,717,185		69,814		3,903,781
John D. Roach		63,789,287		1,701,872		70,216		3,903,781
Douglas W. Stotlar		63,990,935		1,499,423		71,017		3,903,781
William P. Sullivan		61,998,473		3,492,488		70,414		3,903,781

2

2.  The stockholders voted to approve the amendment and restatement of the URS Corporation 2008 Equity Incentive Plan.

	Number of Shares
For		57,100,721
Against		8,333,010
Abstain		127,644
Broker Non-Votes		3,903,781

3.  The stockholders voted to ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP as URS’ independent registered public accounting firm for the 2013 fiscal year.

	Number of Shares
For		67,164,571
Against		2,212,345
Abstain		88,240
Broker Non-Votes		0

4.  The stockholders voted to approve, on an advisory basis, the compensation of URS’ named executive officers.

	Number of Shares
For		44,451,439
Against		21,004,037
Abstain		105,899
Broker Non-Votes		3,903,781

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

			Incorporated by Reference
Exhibit Number		Exhibit Description	Form	Exhibit	Filing Date	Filed Herewith
	10.1	URS Corporation 2008 Equity Incentive Plan, as Amended and Restated Effective as of March 28, 2013	DEF 14A	Appendix A	4/15/2013
	99.1	Press Release, dated May 28, 2013, entitled “Bill Lingard Named Executive Vice President and Chief Operating Officer of URS.”					X

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, URS Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URS CORPORATION
Dated: May 28, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President and Chief Accounting Officer

4

EXHIBIT INDEX

			Incorporated by Reference
Exhibit Number		Exhibit Description	Form	Exhibit	Filing Date	Filed Herewith
	10.1	URS Corporation 2008 Equity Incentive Plan, as Amended and Restated Effective as of March 28, 2013	DEF 14A	Appendix A	4/15/2013
	99.1	Press Release, dated May 28, 2013, entitled “Bill Lingard Named Executive Vice President and Chief Operating Officer of URS.”					X

5

EX-99.1

EXHIBIT 99.1

Contact: URS Corporation Sam Ramraj Vice President, Investor Relations (415) 774-2700   Sard Verbinnen & Co Jamie Tully/Pamela Blum (212) 687-8080

BILL LINGARD NAMED EXECUTIVE VICE PRESIDENT AND

 CHIEF OPERATING OFFICER OF URS

Chief Financial Officer H. Thomas Hicks Promoted to Executive Vice President

Wayne Shaw to Become New President of URS’ Oil & Gas Division

SAN FRANCISCO, CA – May 28, 2013 – URS Corporation (NYSE:URS) today announced that W.J. (Bill) Lingard has been appointed to the newly created position of Executive Vice President and Chief Operating Officer, effective immediately.  Mr. Lingard, who was most recently President of the Oil & Gas division for URS, will be based in San Francisco and report to Chairman and Chief Executive Officer Martin M. Koffel.  The Company also announced that H. Thomas Hicks, currently Vice President and Chief Financial Officer, has been promoted to Executive Vice President.  He will continue to serve as Chief Financial Officer.  Wayne Shaw, previously the Chief Operating Officer of URS’ Oil & Gas division, has been named as President of the division, filling the position vacated by Mr. Lingard.

Mr. Lingard is the former President and CEO of Flint Energy Services Ltd., a leading provider of construction services to the North American oil and gas market.  He joined URS following the Company’s acquisition of Flint in May 2012.  In his new role, Mr. Lingard will serve as Chairman of URS’ Management Committee and will work closely with URS’ senior management team to achieve the Company’s key strategic and operational goals.  As Chief Operating Officer, Mr. Lingard will assume increasing responsibility for oversight of all of the Company’s operating divisions – Federal Services, Infrastructure & Environment, Energy & Construction and Oil & Gas – over the coming months.

Martin M. Koffel, Chairman and Chief Executive Officer, said: “Bill is an exceptional leader with an ideal set of skills and experience for the new COO position.  Having led Flint and its nearly 13,000 employees through the rapid growth and development of the North American energy sector, Bill has a deep understanding of the engineering, construction and technical services market and knows what it takes to successfully manage a major public company.  Bill also spearheaded the seamless integration of Flint into URS, demonstrating tremendous leadership skills, and I’m confident that Bill will be an invaluable asset for URS as COO.”

i

Mr. Lingard said:  “I am honored to have the opportunity to continue to work with our extraordinarily talented leadership team – including our four division presidents – in this new role.  In a challenging, highly competitive market, URS has tremendous advantages, including scale and geographic reach, leading talent and expertise in a diverse group of market sectors, and a strong culture of client service.  I look forward to contributing to the Company’s ongoing growth and success.”

On the promotion of Mr. Hicks, Mr. Koffel said:  “Tom is a gifted strategic thinker and a financial leader in our industry.  This promotion recognizes the many valuable contributions Tom continues to make to our company, and we look forward to him continuing to play a leading role in the growth and development of URS.”

Commenting on Mr. Shaw, Mr. Koffel stated:  “Wayne has long been a driving force in the success of Flint and in its integration with URS.  He has done an excellent operating job as COO of our Oil & Gas division, and I am confident he will continue to build on that success and track record in his new role as President of the division.”

Additional Biographical Information

Mr. Lingard was named President and Chief Executive Officer of Flint in January 2005.  He began his career in 1982 at Halliburton's Otis Engineering division, and spent the next 18 years in a number of increasingly senior positions.  In January 2000, he joined Bonus Well Servicing, a subsidiary of Enserco Energy Service Company Inc., as Vice President, Operations, and became Chief Operating Officer of Enserco in 2000.  Following Enserco’s sale to Nabors in April 2002, he became President of Nabors Drilling Ltd. and Chief Operating Officer of Nabors Canada LP.  Mr. Lingard received a Bachelor of Engineering degree from Memorial University in St. John’s, Newfoundland in 1982.  He is a registered Professional Engineer

Mr. Hicks has been the Chief Financial Officer and Vice President of URS since March 2006.  He served as Vice President of finance at URS from September 2005 to March 2006.  Prior to joining URS, he served as Managing Director at Merrill Lynch Investment Banking from September 1997 to September 2005 and advised leading companies, including URS, in the Aerospace, Defense, Information Services and Engineering and Construction industries on numerous M&A, debt and equity capital market transactions.  Prior to joining Merrill Lynch in 1997, Mr. Hicks served as Vice President of Corporate Development, at Litton Industries.  From 1978 to 1994, he was Vice President, Finance and Administration at Science Applications International Corporation and also served as its Corporate Vice President of Finance and Corporate Vice President of Mergers and Acquisitions.  Mr. Hicks holds a B.S. degree in Commerce from the University of Virginia.

Mr. Shaw has served as the Chief Operating Officer of URS Flint since January 2012.  Previously, he was President of Operations for Flint Energy Services since January 2011, and Senior Vice President, Facility Infrastructure Construction from 2001 to 2010.  Prior to joining Flint, Mr. Shaw was the President and Founder of Procall Management Ltd., a privately-owned management company serving multiple oil and gas clients that was sold to Flint in 2000.  From 1984 to 1996, he held various positions of increasing responsibility at Exxon Imperial Oil Ltd. Mr. Shaw earned a B.S. degree from the University of Western Ontario and completed Harvard Business School’s Advanced Management Program in 2013.

ii

URS Corporation (NYSE: URS) is a leading provider of engineering, construction and technical services for public agencies and private sector companies around the world.  The Company offers a full range of program management; planning, design and engineering; systems engineering and technical assistance; construction and construction management; operations and maintenance; information technology; and decommissioning and closure services.  URS provides services for federal, oil and gas, infrastructure, power, and industrial projects and programs.  Headquartered in San Francisco, URS Corporation has more than 50,000 employees in a network of offices in nearly 50 countries (www.urs.com).

###

iii