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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): February 5, 2025
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 Blvd. | | |
| Irving, | Texas | | 75039 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (469) 398-7000
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value per share | FLR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2025, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) voted to increase the size of the Board to eleven members, effective March 1, 2025. The Board elected Mr. Charles P. Blankenship, Jr., effective March 1, 2025, to fill the new position authorized by the Board.
Mr. Blankenship has been appointed a member of the Board’s Audit Committee and Commercial Strategies and Operational Risk Committee, effective March 1, 2025. The Board has affirmatively determined that Mr. Blankenship 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. Blankenship will receive the standard compensation amounts payable to non-employee directors of the Corporation, as described in Exhibit 10.25 filed with the Corporation’s Annual Report on Form 10-K filed on February 21, 2023. In connection with Mr. Blankenship’s election, the Corporation and Mr. Blankenship will enter into the form of indemnification agreement filed as Exhibit 10.21 with the Corporation’s Annual Report on Form 10-K filed on February 25, 2009.
Item 7.01. Regulation FD Disclosure.
A copy of the Corporation’s press release regarding the election of Mr. Blankenship is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit Number | | Description |
99.1 | | |
104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
Date: February 6, 2025
| | | | | | | | |
| FLUOR CORPORATION |
| | |
| | By: | /s/ Kevin B. Hammonds |
| | | Kevin B. Hammonds |
| | | Executive Vice President, Chief Legal Officer |
| | | | | | | | |
| Fluor Corporation | Brett Turner | Exhibit 99.1 |
| 6700 Las Colinas Blvd | Media Relations | |
| Irving, Texas 75039 | 864.281.6976 | |
| 469.398.7000 | | |
| Jason Landkamer | |
| Investor Relations | |
| 469.398.7222 | |
FOR IMMEDIATE RELEASE
Charles Blankenship Elected to Fluor’s Board of Directors
IRVING, Texas (February 6, 2025) – Fluor Corporation (NYSE: FLR) announced today that Charles (Chip) P. Blankenship Jr., Chairman and Chief Executive Officer (CEO) of Woodward Inc., a global energy control solutions company, has been elected to its Board of Directors effective March 1, 2025. Blankenship will serve on the Board’s Audit Committee and the Commercial Strategies and Operational Risk Committee, bringing the total number of Fluor Board members to 11, of whom 10 are independent.
“With Chip Blankenship’s appointment to Fluor’s Board of Directors, the company gains another distinguished advisor and business leader, known for his transformative leadership in the industrial and aerospace sectors,” said David E. Constable, Chairman and Chief Executive Officer of Fluor. "Chip's strategic and operational expertise, paired with his ability to drive innovation, will support Fluor's growth as we pursue opportunities in advanced manufacturing, life sciences, mining, chemicals and the energy markets, among others."
Prior to becoming Woodward’s CEO in May 2022, Blankenship’s leadership roles included serving as CEO of Arconic, an aerospace advanced alloys and components company, and a 24-year career at General Electric (GE). While at GE, he held significant leadership roles in aviation, energy and appliances, including CEO of GE Appliances and Vice President and General Manager of Commercial Aircraft Engines. He was also General Manager of GE’s Aero Energy.
Blankenship serves on the Board of Directors of the National Association of Manufacturers and the Board of Governors of the Aerospace Industries Association. He is a member of the National Academy of Engineering and served as the Montgomery Distinguished Professor of Practice at the University of Virginia (UVA) School of Engineering and Applied Sciences.
Blankenship holds a Ph.D. in materials science and engineering from UVA and a bachelor’s degree from Virginia Polytechnic Institute and State University.
About Fluor Corporation
Fluor Corporation (NYSE: FLR) is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s nearly 34,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $15.5 billion in 2023 and is ranked 265 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than a century. For more information, please visit www.fluor.com or follow Fluor on Facebook, Instagram, LinkedIn, X and YouTube.
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