8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported event):  November 3, 2011

FLUOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-16129	33-0927079
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

6700 Las Colinas Boulevard Irving, Texas	75039
(Address of principal executive offices)	(Zip Code)

(469) 398-7000

(Registrant’s telephone number, including area code)

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:

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

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

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

oPre-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

(d)On November 3, 2011, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) voted to increase the size of the Board from eleven to twelve members.  The Board also voted to elect Mr. Alan M. Bennett to the Board, effective November 3, 2011, to fill the new position authorized by the Board.

Mr. Bennett was elected as a Class I director and has been appointed as a member of the Audit Committee of the Board, effective November 3, 2011.  The Board has affirmatively determined that Mr. Bennett is independent of the Corporation and its management under New York Stock Exchange listing standards and the standards set forth in the Corporation’s Corporate Governance Guidelines.

Mr. Bennett will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in the definitive proxy statement filed with the Commission on March 15, 2011, although the annual cash retainer shall be pro rated so that Mr. Bennett receives quarterly payments for only those quarters in which he attends any Board meeting.

In connection with Mr. Bennett’s election, the Corporation and Mr. Bennett entered into the form of indemnification agreement filed with the Corporation’s Annual Report on Form 10-K filed on February 25, 2009.

A copy of the Corporation’s November 4, 2011 press release announcing the election of the new director is attached hereto as Exhibit 99.1.

(e)On November 3, 2011, the Board voted to amend the change in control agreement entered into between the Corporation and David Seaton on June 30, 2010, prior to Mr. Seaton’s appointment as CEO.  Pursuant to the amended agreement, Mr. Seaton will receive those severance benefits payable to the Corporation’s CEO upon the termination of his employment without cause or for good reason within two years of a change in control, as described in the Corporation’s Form 8-K filed on June 29, 2010.  Specifically, upon a qualifying termination of employment, Mr. Seaton will now be entitled to receive (i) a lump sum cash payment of three (increased from two) times the sum of his highest annual base salary during the three years immediately preceding termination plus target bonus for the year and (ii) continued health benefit coverage for three years (increased from two years).

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
99.1	Press Release Issued by Fluor Corporation on November 4, 2011, announcing the election of a new director.

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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.

November 4, 2011		FLUOR CORPORATION
	By:	/s/ Carlos M. Hernandez
		Carlos M. Hernandez
		Chief Legal Officer and Secretary

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FLUOR CORPORATION

INDEX OF EXHIBITS

Exhibit Number	Description
99.1	Press Release Issued by Fluor Corporation on November 4, 2011, announcing the election of a new director.

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EX-99.1

Exhibit 99.1

Fluor Corporation	Keith Stephens/Brian Mershon
6700 Las Colinas Blvd	Media Relations
Irving, Texas 75039	469.398.7624 / 469.398.7621 tel
469.398.7000 main tel	Ken Lockwood/Jason Landkamer
	Investor Relations
	469.398.7220 / 469.398.7222 tel

      

News Release

FOR IMMEDIATE RELEASE

FLUOR ADDS ALAN BENNETT TO BOARD OF DIRECTORS

IRVING, Texas, Nov 4, 2011 — Fluor Corporation (NYSE:FLR) announced today the election of Alan M. Bennett to its board of directors. Bennett is the recently retired president & chief executive officer of H&R Block, Inc.  Fluor’s Board of Directors now stands at 12 members, 10 of whom are independent directors.

Bennett spent parts of the last five years at H&R Block as interim chief executive officer and later as president & chief executive officer of one of the largest tax preparation services providers in the world.  Prior to H&R Block, Bennett served in several senior management positions at diversified health care benefits provider, Aetna Inc. Over a 12-year period at Aetna, he most notably served as the company’s head of internal audit, corporate controller and chief financial officer.  He also worked for 10 years at the Pirelli Armstrong Tire Corporation.  Bennett began his career at Ernst & Whinney, the predecessor of Ernst & Young.

“We welcome Alan Bennett to Fluor’s board and all of us look forward to serving with him in the years to come,” said David Seaton, Fluor Corporation’s chief executive officer.  “Alan’s background as both a chief executive and senior executive in financial and tax functions across a variety of business sectors will certainly be a benefit to our board discussions and help chart our path in the future.”

Bennett currently serves on the board of directors of Halliburton and The TJX Companies.   He previously served as a director for H&R Block and Bausch & Lomb.  He became a Certified Public Accountant in 1974 and has also been a member of the American Institute of Certified Public Accountants and the Connecticut Society of Certified Public Accountants since 1974.  Active in many civic pursuits, Bennett has supported the Lions Club and served on the board of directors of Students in Free Enterprise (a Sam Walton Organization) and on the committee on corporate reporting at the Financial Executives Institute.

Bennett received a Bachelor of Science degree in accounting from Susquehanna University, where he currently serves on the Board of Trustees.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) designs, builds and maintains many of the world’s most challenging and complex projects.  Through its global network of offices on six continents, the company provides comprehensive capabilities and world-class expertise in the fields of engineering, procurement, construction, commissioning, operations, maintenance and project management.  Headquartered in Irving, Texas, Fluor is a FORTUNE 200 company and had revenue of $20.8 billion in 2010.  For more information visit www.fluor.com.

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