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 event reported): May 4, 2017
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-16129 |
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33-0927079 |
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(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 Blvd. |
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75039 |
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(Address of principal executive offices) |
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(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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
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Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) – (b) On May 4, 2017, at the Fluor Corporation (“Fluor”) annual meeting of stockholders (the “Annual Meeting”), Fluor’s stockholders (i) elected Peter K. Barker, Alan M. Bennett, Rosemary T. Berkery, Peter J. Fluor, James T. Hackett, Samuel J. Locklear III, Deborah D. McWhinney, Armando J. Olivera, Joseph W. Prueher, Matthew K. Rose, David T. Seaton, Nader H. Sultan and Lynn C. Swann to the Board of Directors to serve until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation of Fluor’s named executives, as described in the 2017 Proxy Statement, as filed with the Securities and Exchange Commission on March 9, 2017 (the “2017 Proxy Statement”); (iii) approved, on an advisory basis, annual advisory votes to approve Fluor’s executive compensation; (iv) approved the Fluor Corporation 2017 Performance Incentive Plan; (v) ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2017; and (vi) rejected a stockholder proposal that Fluor adopt goals to reduce greenhouse gas emissions.
The final voting results for the thirteen director nominees described in the 2017 Proxy Statement were as follows:
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Director Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Peter K. Barker |
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108,646,184 |
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1,173,765 |
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413,675 |
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14,530,929 |
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Alan M. Bennett |
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108,395,575 |
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1,421,385 |
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416,664 |
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14,530,929 |
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Rosemary T. Berkery |
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109,336,724 |
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486,771 |
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410,129 |
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14,530,929 |
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Peter J. Fluor |
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98,243,324 |
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11,554,747 |
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435,553 |
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14,530,929 |
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James T. Hackett |
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97,633,638 |
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12,191,559 |
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408,427 |
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14,530,929 |
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Samuel J. Locklear III |
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108,811,427 |
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966,627 |
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455,570 |
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14,530,929 |
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Deborah D. McWhinney |
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103,413,125 |
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6,395,735 |
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424,764 |
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14,530,929 |
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Armando J. Olivera |
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109,133,486 |
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681,214 |
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418,924 |
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14,530,929 |
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Joseph W. Prueher |
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106,799,431 |
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3,020,520 |
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413,673 |
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14,530,929 |
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Matthew K. Rose |
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109,060,091 |
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748,691 |
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424,842 |
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14,530,929 |
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David T. Seaton |
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104,819,463 |
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4,199,920 |
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1,214,241 |
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14,530,929 |
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Nader H. Sultan |
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109,253,880 |
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559,556 |
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420,188 |
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14,530,929 |
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Lynn C. Swann |
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109,130,178 |
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706,912 |
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396,534 |
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14,530,929 |
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The final voting results for proposals 2, 4, 5 and 6 described in the 2017 Proxy Statement were as follows:
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Proposal |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Advisory vote to approve Fluor’s named executive compensation |
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102,593,573 |
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7,024,381 |
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615,670 |
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14,530,929 |
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Fluor Corporation 2017 Performance Incentive Plan |
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101,947,030 |
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7,722,481 |
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564,113 |
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14,530,929 |
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Ratification of appointment of Ernst & Young LLP |
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120,835,307 |
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3,348,281 |
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580,965 |
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— |
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Stockholder Proposal (Greenhouse Gas Emissions Reduction Goals) |
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38,020,000 |
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65,654,091 |
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6,559,533 |
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14,530,929 |
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The final voting results for proposal 3 described in the 2017 Proxy Statement were as follows:
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Proposal |
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Advisory vote on the frequency of future advisory votes on the Company’s named executive compensation |
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98,830,585 |
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238,668 |
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10,492,951 |
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671,420 |
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(d) The Board determined that an advisory vote on the compensation of Fluor’s named executives will be held annually until the next vote on the frequency of such votes. A stockholder vote on the frequency of stockholder votes on the compensation of named executives is required to be held at least once every six years.
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.
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May 9, 2017 |
FLUOR CORPORATION | |
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By: |
/s/ Carlos M. Hernandez |
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Carlos M. Hernandez |
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Executive Vice President, Chief Legal Officer and Secretary |