Schedule 14A


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TABLE OF CONTENTS
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant þ


Filed by a Party other than the Registrant o


Check the appropriate box:


þ


 


Preliminary Proxy Statement


o


 


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


o


 


Definitive Proxy Statement


o


 


Definitive Additional Materials


o


 


Soliciting Material Pursuant to §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)(1) 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

6700 Las Colinas Boulevard

Irving, Texas 75039


March 14, 2008
Dear Shareholder:
        You are cordially invited to attend the 2008 annual meeting of shareholders. The meeting will be held on Wednesday, May 7, 2008, beginning at 9:00 a.m. Central Daylight Time, at Four Seasons Resort and Club, 4150 North MacArthur Boulevard, Irving, Texas 75038. 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 over 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 May 7th.


 


 


Sincerely,

 

 

 

 

 

Alan L. Boeckmann

Chairman and Chief Executive Officer





TABLE OF CONTENTS




NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

ELECTION OF DIRECTORS

STOCK OWNERSHIP AND STOCK-BASED HOLDINGS OF EXECUTIVE OFFICERS AND DIRECTORS

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

CORPORATE GOVERNANCE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

REPORT OF THE AUDIT COMMITTEE

EXECUTIVE COMPENSATION

ORGANIZATION AND COMPENSATION COMMITTEE REPORT

SUMMARY COMPENSATION TABLE

ALL OTHER COMPENSATION

GRANTS OF PLAN-BASED AWARDS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

OPTION EXERCISES AND STOCK VESTED

PENSION BENEFITS

NONQUALIFIED DEFERRED COMPENSATION

COMPENSATION UNDER VARIOUS TERMINATION SCENARIOS

DIRECTOR COMPENSATION

DIRECTOR SUMMARY COMPENSATION TABLE

DIRECTOR ALL OTHER COMPENSATION

RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM

APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES

APPROVAL OF THE FLUOR 2008 EXECUTIVE PERFORMANCE INCENTIVE PLAN

EQUITY COMPENSATION PLAN INFORMATION

OTHER BUSINESS

ADDITIONAL INFORMATION

EXHIBIT A



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 7, 2008
        The annual meeting of shareholders of Fluor Corporation will be held at Four Seasons Resort and Club, 4150 North MacArthur Boulevard, Irving, Texas, on Wednesday, May 7, 2008, at 9:00 a.m. Central Daylight Time. At the meeting, our shareholders will consider and vote on the following matters:
        1.     The election of four Class III directors to serve until the 2011 annual meeting of shareholders and until their respective successors are elected and qualified.
        2.     The ratification of the appointment by our Audit Committee of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2008.
        3.     The amendment of our Certificate of Incorporation to increase the number of authorized shares of our common stock from 150,000,000 to 400,000,000.
        4.     The approval of our 2008 Executive Performance Incentive Plan.
        5.     Such other matters as may be properly presented at the meeting.
        All shareholders of record at the close of business on March 10, 2008 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 ensure that your shares are represented at the meeting.


 


 


By Order of the Board of Directors



 


 


Carlos M. Hernandez

Chief Legal Officer and Secretary


March 14, 2008

Irving, Texas


 


 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 7, 2008: This proxy statement and the company's 2007 Annual Report to Shareholders are available at www.fluor.com/2007annualreport.


FLUOR CORPORATION





PROXY STATEMENT
March 14, 2008
        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 at Four Seasons Resort and Club, 4150 North MacArthur Boulevard, Irving, Texas, on Wednesday, May 7, 2008, at 9:00 a.m. Central Daylight Time, or at any adjournment or postponement thereof (the "Annual Meeting"). This proxy statement and the accompanying proxy/voting instruction card are being mailed to all shareholders on or about March 17, 2008. The expense of the solicitation will be paid by the company. Some officers and employees may solicit proxies personally, by telephone or electronically, without additional compensation. Georgeson & Company Inc. has been engaged to assist in the solicitation for which it will receive approximately $16,000 from the company. The company also expects to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of the company's common stock. 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 votes in person.
        The current mailing address of the principal executive offices of Fluor Corporation is 6700 Las Colinas Boulevard, Irving, Texas 75039. Please direct all communications to that mailing address.
        On February 26, 2008, the company had 88,593,022 shares of common stock outstanding. The presence at the meeting, in person or by proxy, of a majority of the outstanding shares of Fluor common stock on the record date 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 as of the close of business on March 10, 2008, the record date, with respect to all business of the meeting. Any director receiving the majority of votes cast (number of shares voted "for" a director must exceed the number of votes cast "against" that director) will be elected as a director, provided that if the number of nominees exceeds the number of directors to be elected (a situation we do not anticipate), the directors shall be elected by a plurality of the shares present in person or by proxy at any such meeting and entitled to vote on the election of directors. 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. On proposals besides the election of directors, abstentions are counted in tabulations of the votes cast 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 Fluor 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 independent registered public accounting firm for the year ending December 31, 2008, (3) FOR the amendment of our Certificate of Incorporation to increase the number of authorized shares, and (4) FOR the approval of our 2008 Executive Performance Incentive Plan. 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 5:59 p.m. Eastern Daylight Time on May 5, 2008, in order for the trustee to vote your shares in accordance with your instructions. If your voting instructions are not received by 5:59 p.m. Eastern Daylight Time on May 5, 2008, or if you do not provide properly completed and executed voting instructions, 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 presented here as well as any other proposals.
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