Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.                 )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:

o

 

Preliminary Proxy Statement

 

 

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

 

þ

 

Definitive Proxy Statement

 

 

 

o

 

Definitive Additional Materials

 

 

 

o

 

Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

 

 

FLUOR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

     Payment of Filing Fee (Check the appropriate box):
     þ No fee required.
     o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

          (1) Title of each class of securities to which transaction applies:

          (2) Aggregate number of securities to which transaction applies:

          (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

          (4) Proposed maximum aggregate value of transaction:

          (5) Total fee paid:

     o Fee paid previously with preliminary materials.

     o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

          (1) Amount Previously Paid:

          (2) Form, Schedule or Registration Statement No.:

          (3) Filing Party:

          (4) Date Filed:

 
Fluor Corporation

One Enterprise Drive

Aliso Viejo, California 92656


March 17, 2004
Dear Shareholder:
      You are cordially invited to attend the 2004 annual meeting of shareholders which will be held on Wednesday, April 28, 2004, beginning at 9:00 a.m. Pacific Daylight Time at the Fluor Engineering Campus, One Fluor Daniel Drive, Aliso Viejo, California. A map showing the meeting location is included for your convenience on the back page of this booklet.
      Information about the meeting is presented on the following pages. In addition to the formal items of business to be brought before the meeting, members of management will report on the company’s operations and respond to shareholder questions.
      It is important that your shares be represented at the meeting. Whether or not you plan to attend, we urge you to read this proxy statement and vote your shares as soon as possible. A return envelope for your proxy card or voting instruction card is enclosed for your convenience. Shareholders of record also have the option of voting via the Internet or by using a toll-free telephone number. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.
      Thank you for your continued support of Fluor. We look forward to seeing you on April 28th.

 

 

 

Sincerely,

 

 

 

 

 

Alan L. Boeckmann

 

Chairman and Chief Executive Officer

 
 


FLUOR CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held April 28, 2004
      The annual meeting of shareholders of Fluor Corporation will be held at the Fluor Engineering Campus, One Fluor Daniel Drive, Aliso Viejo, California, on Wednesday, April 28, 2004, at 9:00 a.m. Pacific Daylight Time. At the meeting, our shareholders will consider and vote on the following matters:

 

 

 

      1.     the election of four Class II directors to serve until the 2007 annual meeting of the shareholders.

 

 

 

      2.     the ratification of the appointment by our Audit Committee of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2004; and

 

 

 

      3.     the approval of amendments to the Fluor Corporation 2000 Restricted Stock Plan for Non-Employee Directors.

      The shareholders will also act on any other business that may properly come before the meeting.
      All shareholders of record at the close of business on March 3, 2004 are entitled to receive notice of and to vote at the meeting. Shareholders are cordially invited to attend the meeting in person; however, regardless of whether you plan to attend the meeting in person, please complete, sign, date and promptly return the enclosed proxy card or voting instruction card in the postage-prepaid envelope we have provided. You may also authorize the voting of your shares over the Internet or by telephone as provided in the instructions set forth on the proxy card or voting instruction card. Your prompt response is necessary to assure that your shares are represented at the meeting.

 

 

 

By Order of the Board of Directors

 

 

 

 

 

Lawrence N. Fisher

 

Chief Legal Officer and Secretary

March 17, 2004

Aliso Viejo, California

 
 


FLUOR CORPORATION

PROXY STATEMENT
March 17, 2004
      This proxy statement is furnished in connection with the solicitation by the Board of Directors of Fluor Corporation (the “Company” or “Fluor”), of your proxy for use at the annual meeting of shareholders to be held April 28, 2004, or at any adjournment thereof (the “Annual Meeting”). This proxy statement and the accompanying Proxy/ Voting Instruction Card are being mailed to all shareholders on or about March 24, 2004. The expense of the solicitation will be paid by the Company. Some officers and employees may solicit proxies personally, by telephone and electronically, without additional compensation. Georgeson & Company Inc. has been engaged to assist in the solicitation for which it will receive approximately $14,000 from the Company. Except with respect to shares held in the Company retirement plans, your proxy is revocable by written notice to the Secretary of the Company at any time prior to 24 hours before the commencement of the Annual Meeting, and it shall be suspended if you are a record shareholder or valid proxyholder who attends the meeting and elects to vote in person.
      On March 3, 2004, the record date fixed by the Board of Directors, the Company had 83,025,390 shares of common stock outstanding. A majority of the outstanding shares of Fluor common stock will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting.
      Shareholders have one vote for each share of Fluor common stock owned by them on the record date with respect to all business of the meeting. The four nominees for director receiving the highest number of votes at the meeting will be elected. With respect to the other proposals, the affirmative vote of the majority of shares represented in person or by proxy at the Annual Meeting and entitled to vote is required for approval. Abstentions are counted in tabulations of the votes cast on proposals presented to shareholders and thus have the same effect as a vote against a proposal, whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved.
      For shares, other than shares held in the Company retirement plans, unless otherwise directed in the accompanying proxy card, the proxyholders named therein will vote, in accordance with the recommendation of the Board of Directors, (1) FOR the election of the four director nominees listed below, (2) FOR the ratification of the appointment of Ernst & Young LLP as auditors for the year ending December 31, 2004, and (3) FOR the approval of the amendments to the Fluor Corporation 2000 Restricted Stock Plan for Non-Employee Directors. As to any other business that may properly come before the meeting, the proxyholders will vote in accordance with their best judgment, although the Company does not presently know of any other business.
      For shares held in the Company retirement plans, voting instructions must be received by 8:00 p.m. Pacific Daylight Time on April 25, 2004 in order for the trustee to vote your shares in accordance with your instructions. If your voting instructions are not received by 8:00 p.m. Pacific Daylight Time on April 25, 2004, or if no direction is made, any shares you hold in the Company retirement plans will be voted by the trustee in favor of the four nominees for director, and in proportion to the manner in which the other Company retirement plan participants vote their shares with respect to the other proposals.

 

ELECTION OF DIRECTORS
Proposal 1
      Under the Company’s Amended and Restated Certificate of Incorporation and Bylaws, which provide for a “classified” board, the four Class II directors, James T. Hackett, Kent Kresa, Robin W. Renwick and Martha R. Seger, have been nominated for election at the Annual Meeting to serve a three year term expiring at the annual meeting in 2007 and until their respective successors are elected and qualified. If elected at the
 

Annual Meeting to continue as a director, Dr. Seger will resign effective December 31, 2004 in accordance with the Board’s mandatory retirement age.
      Each of the four nominees listed below has agreed to serve as a director of the Company if elected. The Company knows of no reason why the nominees would not be available for election or, if elected, would not be able to serve. If any of the nominees decline or are unable to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board.
      Pursuant to the Company’s bylaws which require the retirement of directors at the end of the calendar year in which they turn 72, Bobby R. Inman, who served as a director of the Company for 19 years, retired from the Board on December 31, 2003. Fluor thanks Admiral Inman for his significant contributions while on the Board and wishes him well in his future endeavors.
Biographical
      The following biographical information is furnished with respect to each of the four nominees for election at the Annual Meeting and each of the Class I and Class III directors whose terms will continue after the Annual Meeting. The information presented includes information each director has given us about his or her age, all positions he or she holds with us, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she serves as a director. Directors are shown as serving from the dates of their original elections to the board of directors of Fluor prior to its reverse spin-off transaction in November 30, 2000 wherein Fluor’s coal segment was separated from Fluor’s other businesses and became Massey Energy Company.
Class II Director Nominees

 

 

 



 

 

JAMES T. HACKETT, age 50.
Director since 2001; member of the Audit and Organization and Compensation Committees.
President and Chief Executive Officer of Anadarko Petroleum Corporation, an independent oil and gas exploration and production company since December 2003; formerly President and Chief Operating Officer of Devon Energy Corporation following its merger with Ocean Energy, Inc. from April 2003 to December 2003; formerly Chairman (from 2000), President and Chief Executive Officer (from March 1999) of Ocean Energy, Inc., an international oil and gas exploration and production concern until April 2003; formerly Chairman (from January 1999) and Chief Executive Officer (from September 1998) of Seagull Energy Corporation until its merger with Ocean Energy in March 1999.
Mr. Hackett also is a director of Temple-Inland, Inc., Diboll, Texas; Kaiser Aluminum Corporation, Houston, Texas; and Anadarko Petroleum Corporation, Houston, Texas.

 



 

 

KENT KRESA, age 66.
Director since 2003; member of the Audit and Organization and Compensation Committees.
Chairman Emeritus of Northrop Grumman Corporation, a global defense company since September 2003; formerly Non-Executive Chairman of Northrop Grumman Corporation from April 2003 to September 2003; formerly Chairman (from September 1990) and Chief Executive Officer (from January 1990) of Northrop Grumman Corporation until April 2003.
Mr. Kresa also is a director of Avery Dennison Corporation, Pasadena, California; and General Motors Corporation, Detroit, Michigan.

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LORD ROBIN W. RENWICK, AGE 66.
Director since 1997; member of Audit and Governance Committees; Non-Executive Chairman of Fluor Limited (1)   since 1996.
Vice Chairman, Investment Banking, J.P. Morgan (Europe) since January 2001; formerly British Ambassador to the United States from 1991 to 1995.
Lord Renwick also is a director of BHP Billiton Group, London, England and Melbourne, Australia; British Airways plc, London, England; Compagnie Financiere Richemont AG, Geneva, Switzerland; SAB Miller plc, London, England; and Harmony Gold Mining Company Limited, Johannesburg, South Africa.

 



 

 

MARTHA R. SEGER, age 72.
Director since 1991; member of Audit and Governance Committees.
Formerly economic consultant and principal of M.R. Seger & Associates, a financial and economic consulting firm, from 1994 until her retirement in 2001; formerly Member, Board of Governors of the Federal Reserve System from 1984 to 1991.
Dr. Seger also is a director of Massey Energy Company, Richmond, Virginia.

 

 

 

 

Class III Directors — Term Expires 2005

 

 

 



 

 

PETER J. FLUOR, age 56.
Director since 1984; Lead Independent Director; Chair of Organization and Compensation Committee and member of Executive and Governance Committees. Non-Executive Chairman of the Board, January to July 1998.
Chairman and Chief Executive Officer of Texas Crude Energy, Inc., an international oil and gas exploration and production company since 2001; formerly President and Chief Executive Officer of Texas Crude Energy, Inc. from 1980 to 2001; joined Texas Crude Energy, Inc. in 1972.
Mr. Fluor also is a director of Devon Energy Corp., Oklahoma City, Oklahoma; and a member of the advisory board of J.P. Morgan Chase Houston, Houston, Texas.

 



 

 

DAVID P. GARDNER, age 71.
Director since 1988; Chair of Governance Committee; member of Executive and Organization and Compensation Committees.
Chairman of the J. Paul Getty Trust since 2001; formerly President of the William and Flora Hewlett Foundation from 1993 to 1999; formerly President of the University of California from 1983 to 1992; formerly President of the University of Utah from 1973 to 1983.
Dr. Gardner also is a director of Waddell and Reed Family of Funds, Shawnee Mission, Kansas.

 



 

 

JOSEPH W. PRUEHER, age 61.
Director since 2003; member of Governance and Organization and Compensation Committees.
Formerly U.S. Ambassador to the People’s Republic of China from 1999 to 2001; Admiral, U.S. Navy (Retired), Commander-in-Chief of U.S. Pacific Command from 1996 to 1999.
Admiral Prueher is also a director of Merrill Lynch & Co., Inc., New York, New York; New York Life Insurance Company, a mutual insurance company, New York, New York; and Emerson Electric Co., St. Louis, Missouri.

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SUZANNE H. WOOLSEY, age 62.
Director since 2004; member of Audit and Governance Committees.
Formerly Chief Communications Officer of The National Academies, an independent, federally chartered policy institution that acts as an advisor to the nation on science, engineering and medicine from 2000 to 2003; formerly Chief Operating Officer of The National Academies from 1993 to 2000.
Dr. Woolsey is a trustee for the mutual funds distributed by Van Kampen Funds, Inc., Oakbrook Terrace, Illinois and is a director of Neurogen Corp., Branford, Connecticut.

 

 

 

 

Class I Directors — Term Expires 2006

 

 

 



 

 

ALAN L. BOECKMANN, age 55.
Director since 2001; Chair of the Executive Committee.
Chairman and Chief Executive Officer of the Company since February 2002; formerly, President and Chief Operating Officer of the Company from February 2001 to February 2002; formerly President and Chief Executive Officer, Fluor Daniel, from March 1999 to February 2001; formerly Group President, Energy and Chemicals from 1996 to 1999; joined the Company in 1979 with previous service from 1974 to 1977.
Mr. Boeckmann also is a director of Burlington Northern Santa Fe Corporation, Fort Worth, Texas.

 



 

 

VILMA S. MARTINEZ, age 60.
Director since 1993; member of Governance Committee.
Partner of Munger, Tolles & Olson LLP, a full service law firm located in Los Angeles, California since 1982.
Ms. Martinez is also a director of Anheuser-Busch Companies, Inc., St. Louis, Missouri; and Burlington Northern Santa Fe Corporation, Fort Worth, Texas.

 



 

 

DEAN R. O’HARE, AGE 61.
Director since 1997; Chair of Audit Committee and member of Executive and Governance Committees.
Formerly Chairman and Chief Executive Officer of The Chubb Corporation, the holding company for the Chubb Group of Insurance Companies, from June 1988 until his retirement in December 2002; joined The Chubb Corporation in 1963.
Mr. O’Hare also is a director of H.J. Heinz, Pittsburgh, Pennsylvania.




 

 

(1) 

Fluor Limited, which provides engineering, procurement and construction services in the United Kingdom, is an indirect subsidiary of the Company.
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