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):  March 7, 2014

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 February 7, 2014, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) voted to change the size of the Board to thirteen members, effective April 30, 2014. The Board elected Mr. Matthew K. Rose to the Board, effective April 30, 2014, to fill the new position authorized by the Board.

Mr. Rose has been appointed as a member of the Audit Committee of the Board, effective April 30, 2014.  The Board has affirmatively determined that Mr. Rose 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. Rose will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in Exhibit 10.12 to the Corporation’s Quarterly Report on Form 10-Q filed on August 2, 2012.

In connection with Mr. Rose’s election, the Corporation and Mr. Rose will enter 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 March 10, 2014 press release announcing the election of the new director is attached hereto as Exhibit 99.1.

Item 7.01.  Regulation FD Disclosure.

A copy of the Corporation’s press release regarding the foregoing matter is furnished as Exhibit 99.1 hereto.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
99.1	Press Release Issued by Fluor Corporation on March 10, 2014, 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.

March 10, 2014	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 March 10, 2014, announcing the election of a new director.

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EX-99.1

Exhibit 99.1

Fluor Corporation	Brian Mershon/Eric Krantz
6700 Las Colinas Blvd	Media Relations
Irving, Texas 75039	469.398.7624 / 281.263.6030
469.398.7000 main tel	Ken Lockwood/Jason Landkamer
	Investor Relations
	469.398.7220 / 469.398.7222

News Release

FOR IMMEDIATE RELEASE

Matthew Rose Elected to Fluor’s Board of Directors

IRVING, Texas, March 10, 2014—Fluor Corporation (NYSE: FLR) announced today that Matthew K. Rose was elected to its board of directors effective April 30, 2014.

“I am extremely pleased that Matt is joining the Fluor board of directors,” said David T. Seaton Fluor chairman and chief executive officer. “He is an exceptional executive with a wealth of knowledge in transportation, logistics and the vital intersection between business development and governmental policy,” Seaton said. “Matt’s perspectives, gained from his leadership of BNSF Railway, are a welcomed addition to our Board especially as we face more complex and challenging projects.”

Rose is currently the executive chairman of BNSF Railway Company after 13 years as the company’s chief executive officer and 11 years as chairman. BNSF Railway became a Berkshire-owned company during his tenure in 2010. Prior to that, Rose was the company’s president and chief operating office since 1999.

He joined Burlington Northern in 1993 and held several positions in the company’s merchandise business unit. Prior to joining Burlington Northern, Rose held several positions in the trucking industry.

Rose is a director on several boards including AT&T, the Association of American Railroads, the Federal Reserve Bank of Dallas and the U.S. Chamber of Commerce. He is a member of the Business Roundtable and The Business Council, and serves as a trustee for Texas Christian University and the American Enterprise Institute for Public Policy Research. Rose is also a member of the Boy Scouts of America’s National Executive Board.

He earned a bachelor’s of science in marketing with a minor in logistics from the University of Missouri.

About Fluor Corporation

Fluor Corporation (NYSE: FLR) is a global engineering and construction firm that designs and builds some of the world’s most complex projects. The company creates and delivers innovative solutions for its clients in engineering, procurement, fabrication, construction, maintenance and project management on a global basis. For more than a century, Fluor has served clients in the energy, chemicals, government, industrial, infrastructure, mining and power market sectors. Headquartered in Irving, Texas, Fluor ranks 110 on the FORTUNE 500 list. With more than 40,000 employees worldwide, the company’s revenue for 2013 was $27.4 billion. Visit Fluor at www.fluor.com and follow on Twitter @FluorCorp.

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