Fluor Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$FLR
Military/Government/Technical
Industrials
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): July 31, 2024
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On July 31, 2024, Mr. John R. Reynolds, Executive Vice President, Chief Legal Officer and Secretary of Fluor Corporation (the “Corporation”), notified the Corporation of his decision to retire from the Corporation in May 2025. To facilitate a transition of his responsibilities, the Board of Directors (the “Board”) of the Corporation decided to separate the roles of Chief Legal Officer from Corporate Secretary. Mr. Reynolds will cease to serve as Chief Legal Officer of the Corporation, effective August 5, 2024. He will continue to serve as Executive Vice President, Corporate Secretary until his retirement.
(c) On July 31, 2024, the Board promoted Mr. James R. Breuer to Chief Operating Officer of the Corporation, effective August 5, 2024. Mr. Breuer, age 55, has served as Group President, Energy Solutions since January 2021. Prior to that, he was President, Downstream – Energy & Chemicals from 2019 to 2021 and Vice President and General Manager, South America – Mining & Metals from 2017 to 2019. Mr. Breuer joined the Corporation in 1993.
Mr. Breuer does not have any family relationships with any director or executive officer of the Corporation, and there are no arrangements or undertakings with any person pursuant to which he was selected as an officer of the Corporation. In addition, no transactions involving Mr. Breuer have occurred or are currently contemplated that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
In his role as Chief Operating Officer, Mr. Breuer will receive an annual base salary of $700,000. He will be eligible for a cash award under the Corporation’s annual incentive program with a target award of 100% of base salary. His base salary and cash target award will be pro-rated from his appointment as Chief Operating Officer on August 5, 2024. He will also participate in other compensation programs, including long-term incentive programs, commensurate with other executives at his level.
Further details concerning the Corporation’s executive compensation program are described in the Corporation’s definitive proxy statement dated March 13, 2024, under the heading “Compensation Discussion and Analysis.” In connection with his appointment, the Corporation and Mr. Breuer will enter into an amended and restated change in control agreement, a form of which was filed with the Corporation’s Current Report on Form 8-K filed on June 29, 2010.
Item 7.01. Regulation FD Disclosure.
A copy of the Corporation’s press release regarding the foregoing matters 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. | |||||||
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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: August 5, 2024
| FLUOR CORPORATION | ||||||||
| By: | /s/ Kevin B. Hammonds | |||||||
| Kevin B. Hammonds | ||||||||
| Executive Vice President, Chief Legal Officer | ||||||||
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