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 3, 2016
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 |
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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.
(d) On August 3, 2016, 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, 2016. The Board elected Mr. James T. Hackett to the Board, effective August 3, 2016, to fill the new position authorized by the Board.
Mr. Hackett has been appointed as a member of the Governance and Organization and Compensation Committees of the Board, effective August 4, 2016. The Board has affirmatively determined that Mr. Hackett 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.
Mr. Hackett will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in Exhibit 10.17 filed with the Companys Quarterly Report on Form 10-Q on August 4, 2016.
In connection with Mr. Hacketts election, the Corporation and Mr. Hackett 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 August 3, 2016 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 Corporations press release regarding the foregoing matter is furnished as Exhibit 99.1 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 August 3, 2016, 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.
August 5, 2016 |
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 |
Exhibit 99.1
Fluor Corporation |
Brian Mershon/Brett Turner |
6700 Las Colinas Blvd |
Media Relations |
Irving, Texas 75039 |
469.398.7621/864.281.6976 |
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469.398.7000 main tel |
Geoff Telfer/Jason Landkamer |
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Investor Relations |
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469.398.7070/469.398.7222 tel |
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News Release |
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FOR IMMEDIATE RELEASE
James Hackett Elected to Fluors Board of Directors
IRVING, Texas (August 3, 2016) Fluor Corporation (NYSE: FLR) announced today that James Hackett was elected to its board of directors effective August 3, 2016. Hacketts election to Fluors board raises the total number of directors to 12, of whom 11 are independent.
Fluor is very fortunate to have an executive of Jims caliber rejoin our board of directors, said David Seaton, Fluors chairman and chief executive officer. His vast knowledge and experience within the global energy sector provide Fluor with a unique and much sought-after business perspective that is key to the markets we serve. We are extremely pleased that he will once again be serving on our board at this important time for our company.
Hackett previously served as a member of Fluors board for 14 years from March 2001 to April 2015. He will serve on Fluors governance and organization and compensation committees.
Hackett is currently a partner in Riverstone Holdings LLC, one of the largest private energy investment firms in the U.S. He is also the retired executive chairman of the board and former chief executive officer of Anadarko Petroleum Corporation, one of the worlds largest independent oil and natural gas exploration and production companies.
Before joining Anadarko, Hackett served as president and chief operating officer of Devon Energy Corporation following its merger with Ocean Energy where he served as chairman,
president and chief executive officer, itself the result of a merger in 1999 with Seagull Energy Corporation, where he was chairman, chief executive officer and president.
Hackett joined Seagull from Duke Energy where he led its Energy Services Division as president. Prior to that, he was executive vice president of Pan Energy when the company merged with Duke Power to create Duke Energy.
His energy experience includes positions in engineering, finance and marketing with NGC Corp., Burlington Resources and Amoco Oil Co. He is a member of the Society of Petroleum Engineers and National Petroleum Council.
Hackett is also a director of Enterprise Products Partners L.P., National Oilwell Varco (Fortune 500 companies) and Sierra Oil & Gas. He is a former chairman of the board of the Federal Reserve Bank of Dallas. Hackett is a board member (and former chairman) of the Baylor College of Medicine and Rice University where he served as an adjunct professor for six years.
He holds a B.S. degree from the University of Illinois as well as a Master of Business Administration and a Master in Theological Studies from Harvard University.
About Fluor Corporation
Fluor Corporation (NYSE: FLR) is a global engineering, procurement, fabrication, construction and maintenance company that designs, builds and maintains capital-efficient facilities for its clients on six continents. For more than a century, Fluor has served our clients by delivering innovative and integrated solutions across the globe. With headquarters in Irving, Texas, Fluor ranks 155 on the FORTUNE 500 list with revenue of $18.1 billion in 2015 and has more than 60,000 employees worldwide. For more information, please visit www.fluor.com or follow us on Twitter @FluorCorp.
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