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): February 6, 2014
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-16129 |
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33-0927079 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
6700 Las Colinas Boulevard |
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75039 |
(Address of principal executive offices) |
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(Zip Code) |
(469) 398-7000
(Registrants 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:
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.
(b) On February 6, 2014, Mr. Kent Kresa, a current member of the Fluor Corporation Board of Directors (the Board) and the Audit and Organization and Compensation Committees of the Board, notified Fluor Corporation (the Corporation) of his decision to retire from the Board, effective April 29, 2014, in accordance with the Corporations retirement age requirements.
On February 6, 2014, Dr. Suzanne H. Woolsey, a current member of the Board and the Audit and Governance Committees of the Board, notified the Corporation of her decision to retire from the Board, effective April 29, 2014, in accordance with the Corporations retirement age requirements.
A copy of the Corporations February 6, 2014 press release announcing the retirement of the two directors is attached hereto as Exhibit 99.1.
(b) - (c) On February 6, 2014, the Board appointed Mr. Peter W. Oosterveer, the current Group President, Oil & Gas, as Chief Operating Officer of the Corporation, effective immediately. Mr. Oosterveer, age 56, has served as the Corporations Group President, Oil & Gas, since March 2009. Prior to that, he was Senior Vice President, Business Line Lead Chemicals from February 2007 to March 2009; Vice President, Business Line Lead Chemicals from September 2005 to February 2007; and Vice President, Operations from October 2002 to September 2005. Mr. Oosterveer joined the Corporation in 1989.
In his new role with the Corporation, Mr. Oosterveer will receive an annual base salary of $670,000. He will be eligible for a cash award under the Companys annual incentive program with a target award of 85% of base salary, and he will participate in the Companys long term incentive program with a 2014 grant of $2,400,000, denominated in approximately equal thirds in restricted stock units, non-qualified stock options and value driver incentive performance units. Further details concerning the Corporations executive compensation program are described in the Companys definitive proxy statement dated March 13, 2013, under the heading Executive Compensation.
A copy of the Corporations February 10, 2014 press release announcing the promotion of Mr. Oosterveer is attached hereto as Exhibit 99.2.
(d) On February 6, 2014, the Board voted to increase the size of the Board from thirteen to fourteen members, effective February 19, 2014. The Board elected Ms. Deborah D. McWhinney to the Board, effective February 19, 2014, to fill the new position authorized by the Board. The Board also voted to decrease the size of the Board from fourteen to twelve members, effective immediately upon the retirement of Mr. Kresa and Dr. Woolsey on April 29, 2014.
Ms. McWhinney has been appointed as a member of the Audit Committee of the Board, effective February 19, 2014. The Board has affirmatively determined that Ms. McWhinney is independent of the Corporation and its management under New York Stock Exchange listing standards and the standards set forth in the Corporations Corporate Governance Guidelines. It made this determination after considering that there are no relationships between the Corporation and Ms. McWhinney (or any of her immediate family members or entities with which she is affiliated) other than a matching gift of less than $10,000 to a non-profit entity for which she serves as a trustee.
Ms. McWhinney will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in Exhibit 10.12 filed with the Companys Quarterly Report on Form 10-Q on August 2, 2012.
In connection with Ms. McWhinneys election, the Corporation and Ms. McWhinney will enter into the form of indemnification agreement filed with the Corporations Annual Report on Form 10-K filed on February 25, 2009.
A copy of the Corporations February 6, 2014 press release announcing the election of the new director is attached hereto as Exhibit 99.3.
Item 7.01. Regulation FD Disclosure.
A copy of the Corporations press releases regarding the foregoing matters are furnished as Exhibits 99.1 to 99.3 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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Press Release Issued by Fluor Corporation on February 6, 2014, announcing the retirement of two directors. |
99.2 |
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Press Release Issued by Fluor Corporation on February 10, 2014, announcing the promotion of Mr. Oosterveer to Chief Operating Officer. |
99.3 |
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Press Release Issued by Fluor Corporation on February 6, 2014, announcing the election of a new director. |
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.
February 11, 2014 |
FLUOR CORPORATION | |
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By: |
/s/ Carlos M. Hernandez |
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Carlos M. Hernandez |
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Chief Legal Officer and Secretary |
FLUOR CORPORATION
INDEX OF EXHIBITS
Exhibit |
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Description |
99.1 |
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Press Release Issued by Fluor Corporation on February 6, 2014, announcing the retirement of two directors. |
99.2 |
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Press Release Issued by Fluor Corporation on February 10, 2014, announcing the promotion of Mr. Oosterveer to Chief Operating Officer. |
99.3 |
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Press Release Issued by Fluor Corporation on February 6, 2014, announcing the election of a new director. |
Exhibit 99.1
Fluor Corporation |
Brian Mershon/Eric Krantz |
6700 Las Colinas Blvd |
Media Relations |
Irving, Texas 75039 |
469.398.7624 / 281.263.6030 |
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469.398.7000 main tel |
Ken Lockwood/Jason Landkamer |
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Investor Relations |
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469.398.7220 / 469.398.7222 |
N e w s R e l e a s e |
FOR IMMEDIATE RELEASE
Two Fluor Board Members to Step Down in April
IRVING, Texas, Feb. 6, 2014Fluor Corporation (NYSE: FLR) announced today that Sue Woolsey and Kent Kresa will retire from Fluors board effective April 29, 2014.
David T. Seaton, Fluors chairman and CEO, expressed his appreciation for Woolsey and Kresas service. Sue and Kent have been exceptional members of our board and I thank them for sharing their expertise and leadership with Fluor, Seaton said. We will miss them and wish them both the very best in retirement.
Kresa and Woolsey both most recently served on Fluors audit committee. Woolsey also served on Fluors governance committee, while Kresa served on the firms organization and compensation committee.
About Fluor Corporation
For more than 100 years, Fluor Corporation (NYSE: FLR) has partnered with its clients to design, build and maintain many of the worlds most challenging and complex capital projects. Through its global network of offices on six continents, more than 41,000 employees provide comprehensive capabilities and world-class expertise in the fields of engineering, procurement, construction, commissioning, fabrication, operations, maintenance and project management. Today, the company serves a global client base in the energy, chemicals, government, industrial, infrastructure, operations & maintenance, manufacturing & life sciences, mining, power and transportation sectors. Headquartered in Irving, Texas, Fluor ranks 110 on the FORTUNE 500 list and had revenue of $27.6 billion in 2012. For more information, visit www.fluor.com and follow us on Twitter at @FluorCorp.
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Exhibit 99.2
Fluor Corporation |
Brian Mershon/Eric Krantz |
6700 Las Colinas Blvd |
Media Relations |
Irving, Texas 75039 |
469.398.7624 / 281.263.6030 |
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469.398.7000 main tel |
Ken Lockwood/Jason Landkamer |
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Investor Relations |
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469.398.7220 / 469.398.7222 |
N e w s R e l e a s e |
FOR IMMEDIATE RELEASE
Fluors Chairman Realigns Executive Team
Peter Oosterveer Named Chief Operating Officer
IRVING, Texas, Feb. 10, 2014Fluor Corporation (NYSE: FLR) announced today a realignment of senior executives to improve its speed to market and client offerings for its commercial businesses.
Peter Oosterveer, 56, was named chief operating officer (COO), responsible for leading the growth and development of Fluors commercial business lines. He will report to Fluor Chairman and Chief Executive Officer David T. Seaton.
The company also said that Fluors Government business will continue to report to Seaton.
Peters 25 years of Fluor experience, his client relationships and executive experience provide the perfect skill set and knowledge for his new responsibility, said Seaton. Creating a more streamlined organizational structure is an important step toward achieving our profitable growth goals.
In addition to Oosterveers appointment as COO, Fluor is creating a more streamlined organization based on the companys commercial business lines. He is additionally responsible for the integration and advancement of the companys direct-hire construction, fabrication and modularization capabilities. Financial performance will be reported through the companys current reporting segments.
Oosterveer was formerly the group president of Fluors Energy & Chemicals Group. He will relocate from Fluors Sugar Land, Texas, office to the companys headquarters in Irving, Texas.
About Fluor Corporation
For more than 100 years, Fluor Corporation (NYSE: FLR) has partnered with its clients to design, build and maintain many of the worlds most challenging and complex capital projects. Through its global network of offices on six continents, more than 41,000 employees provide comprehensive capabilities and world-class expertise in the fields of engineering, procurement, construction, commissioning, fabrication, operations, maintenance and project management. Today, the company serves a global client base in the energy, chemicals, government, industrial, infrastructure, operations & maintenance, manufacturing & life sciences, mining, power and transportation sectors. Headquartered in Irving, Texas, Fluor ranks 110 on the FORTUNE 500 list and had revenue of $27.6 billion in 2012. For more information, visit www.fluor.com and follow us on Twitter at @FluorCorp.
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Exhibit 99.3
Fluor Corporation |
Brian Mershon/Eric Krantz |
6700 Las Colinas Blvd |
Media Relations |
Irving, Texas 75039 |
469.398.7621 / 281.263.6030 |
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469.398.7000 main tel |
Ken Lockwood/Jason Landkamer |
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Investor Relations |
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469.398.7220 / 469.398.7222 |
N e w s R e l e a s e |
FOR IMMEDIATE RELEASE
Deborah Doyle McWhinney Elected to Fluors Board of Directors
IRVING, Texas, Feb. 6, 2014Fluor Corporation (NYSE: FLR) announced today that Deborah Doyle McWhinney was elected to its board of directors. McWhinney recently retired from Citigroup (Citi) where she was the chief executive officer of their global enterprise payments business and co-chair of their Citi Women initiative.
I am very pleased that Debby has joined the Fluor board, said David T. Seaton, Fluors chairman and CEO. The perspectives we will gain from her experience in banking, finance and government will be invaluable as we expand our market presence, improve competitiveness and create profitable growth.
McWhinney began working at Citigroup in May 2009. Prior to joining Citi, McWhinney was president of Schwab Institutional, a division of Charles Schwab, Inc., where she was on the executive committee, as well as on the board of the Charles Schwab Bank, where she led the global risk committee. McWhinney also previously held executive roles at Visa International and Engage Media (a division of CMGI). Earlier in her career, she worked 17 years at Bank of America in both corporate and retail banking.
McWhinney was appointed by former President George W. Bush to the board of directors of the Securities Investor Protection Corporation in 2002. She also served as director on several other boards during her career. Currently, McWhinney serves as a trustee both for the California Institute of Technology and for the Institute for Defense Analysis.
McWhinney received her bachelors degree from the University of Montana and is a graduate of the Pacific Coast Banking School.
About Fluor Corporation
For more than 100 years, Fluor Corporation (NYSE: FLR) has partnered with its clients to design, build and maintain many of the worlds most challenging and complex capital projects. Through its global network of offices on six continents, more than 41,000 employees provide comprehensive capabilities and world-class expertise in the fields of engineering, procurement, construction, commissioning, fabrication, operations, maintenance and project management. Today, the company serves a global client base in the energy, chemicals, government, industrial, infrastructure, operations & maintenance, manufacturing & life sciences, mining, power and transportation sectors. Headquartered in Irving, Texas, Fluor ranks 110 on the FORTUNE 500 list and had revenue of $27.6 billion in 2012. For more information, visit www.fluor.com and follow us on Twitter at @FluorCorp.
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