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):  August 2, 2012

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 August 2, 2012, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) voted to increase the size of the Board from eleven to twelve members, effective August 3, 2012.  The Board also voted to elect Mr. Armando J. Olivera to the Board, effective August 3, 2012, to fill the new position authorized by the Board.

Mr. Olivera was elected as a Class II director and has been appointed as a member of the Audit Committee of the Board, effective August 3, 2012.  The Board has affirmatively determined that Mr. Olivera 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. Olivera will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2012, although the annual cash retainer for this year shall be pro rated so that Mr. Olivera receives quarterly payments for only those quarters in which he attends any Board meeting.

In connection with Mr. Olivera’s election, the Corporation and Mr. Olivera 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 August 3, 2012 press release announcing the election of the new director is attached hereto as Exhibit 99.1.

Item 8.01.             Other Events.

On August 2, 2012, the Corporation announced that the Board has declared a quarterly cash dividend of $0.16 per share.  The release incorrectly states the record date for the dividend.  The correct record date is September 4, 2012 and not September 3, 2012 as previously reported.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description
99.1	Press Release Issued by Fluor Corporation on August 3, 2012, announcing the election of a new director.

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.

August 6, 2012	FLUOR CORPORATION
	By:	/s/ Carlos M. Hernandez
		Carlos M. Hernandez
		Chief Legal Officer and Secretary

3

FLUOR CORPORATION

INDEX OF EXHIBITS

Exhibit Number	Description
99.1	Press Release Issued by Fluor Corporation on August 3, 2012, announcing the election of a new director.

4

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
469.398.7000 main tel	Ken Lockwood/Jason Landkamer
	Investor Relations
	469.398.7220 / 469.398.7222 tel

News Release

FOR IMMEDIATE RELEASE

Former Florida Power & Light CEO Armando Olivera

Joins Fluor’s Board of Directors

IRVING, Texas, August 3, 2012—Fluor Corporation (NYSE: FLR) announced today the election of Armando J. Olivera to its Board of Directors. Olivera is the retired president and chief executive officer of Florida Power & Light Company (FPL), a subsidiary of NextEra Energy, Inc. (NYSE: NEE).  The size of Fluor’s board will increase to 12 members, 11 of whom are independent directors.

“I am so pleased that Armando has agreed to join Fluor’s board.   We will greatly benefit from his experience in the power sector as well as his decades of executive leadership,” said David Seaton, Fluor Corporation’s chairman and chief executive officer. “During his tenure, FPL had some of the most affordable energy rates in the nation which spurred economic development and job creation. We are looking forward to working with Armando for years to come.”

FPL, one of the largest investor-owned electric utilities in the U.S., grew its assets 79 percent to $31.8 billion under Olivera’s leadership. He was appointed president in 2003, CEO in 2008, and retired in May 2012 after 40 years with the company. During his tenure he managed a multibillion dollar capital investment program that included expanding nuclear capacity; a new highly efficient, natural gas, combined-cycle power plant; and three new solar energy centers.

Olivera earned a bachelor’s degree in electrical engineering from Cornell University and a master of business administration from the University of Miami. He serves as a director for AGL Resources Inc. and is a member of  the board of trustees for Cornell University and Miami Dade College.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) designs, builds and maintains many of the world’s most challenging and complex projects. Founded in 1912, the company was started by John Simon Fluor Sr. with a modest investment of $100. Since those humble beginnings, the company has grown into one of the largest engineering & construction companies in the world.  Fluor is celebrating its 100th anniversary during 2012.

Today, through its global network of offices on six continents, the company provides comprehensive capabilities and world-class expertise in engineering, procurement, construction, commissioning, operations, maintenance and project management. Headquartered in Irving, Texas, Fluor is a FORTUNE 200 company and had revenue of $23.4 billion in 2011. For more information, visit www.fluor100.com and www.fluor.com.

# # #

2