FLR » Topics » Annual Report

This excerpt taken from the FLR DEF 14A filed Mar 13, 2009.

Annual Report

        Any shareholder who would like a copy of our 2008 Annual Report on Form 10-K may obtain one, without charge, by addressing a request to the Corporate Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, TX 75039. You may also obtain a copy of the Form 10-K from the investor relations portion of our website (http://investor.fluor.com) by clicking on "Financial Information" and "SEC Filings."

    GRAPHIC

 

 

Carlos M. Hernandez
Chief Legal Officer and Secretary

March 13, 2009
Irving, Texas

54



Directions to the
Fluor Corporation 2009 Annual Shareholders Meeting

Wednesday, May 6, 2009, beginning at 9:00 a.m. Central Daylight Time
 Omni Mandalay Hotel at Las Colinas
221 East Las Colinas Boulevard
Irving, Texas 75039


GRAPHIC

From DFW Airport:
Leaving the airport, take the north exit.
Travel east on TX 114.
Take the O'Connor exit and turn left.
Turn right on Las Colinas Boulevard.
Turn left into Omni Mandalay Hotel.

 

From Love Field:
Leaving the airport, turn right on Mockingbird Ln.
Travel west on I-35 to TX 114.
Take the O'Connor exit and turn right.
Turn right on Las Colinas Boulevard.
Turn left into Omni Mandalay Hotel.

 

From Fluor Corporation:
Leaving Fluor, turn left on MacArthur Blvd.
Turn left on Royal Lane
Turn right on Riverside Drive (becomes O'Connor).
Turn left on Las Colinas Boulevard.
Turn left into Omni Mandalay Hotel.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date FLUOR CORPORATION FLUOR 1 For Against Abstain FLUOR CORPORATION 6700 LAS COLINAS BLVD. IRVING, TX 75039 For Against Abstain 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, 2009. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1a. Peter K. Barker 1. Election of Class I Directors Nominees: VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information until 5:59 p.m. Eastern Daylight Time on May 4, 2009 (for shares allocable to a benefit plan account) or 11:59 p.m. Eastern Daylight Time on May 5, 2009 (for registered shares). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future notices of availability of proxy materials or proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 5:59 p.m. Eastern Daylight Time on May 4, 2009 (for shares allocable to a benefit plan account) or 11:59 p.m. Eastern Daylight Time on May 5, 2009 (for registered shares). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. You can access, view and download this year's Annual Report and Proxy Statement at www.proxyvote.com. 1d. Dean R. O'Hare 1b. Alan L. Boeckmann 1c. Vilma S. Martinez (NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.) Please indicate if you wish to view meeting materials electronically via the Internet rather than receiving a hard copy. Please note that you will continue to receive a proxy card for voting purposes only. 0 0 Yes No VOTE 24 HOURS A DAY, 7 DAYS A WEEK BY INTERNET, TELEPHONE OR MAIL. The Board of Directors recommends that you vote FOR all director nominees in Proposal 1. The Board of Directors recommends that you vote "FOR" Proposal 2.

 


The undersigned, a shareholder of Fluor Corporation, a Delaware corporation, revoking any proxy previously given, hereby constitutes and appoints C. M. Hernandez and D. M. Steuert, or either of them, true and lawful agents and proxies of the undersigned with full power of substitution in each, to vote the shares of common stock of Fluor Corporation standing in the name of the undersigned at the Annual Meeting of Shareholders of Fluor Corporation, on Wednesday, May 6, 2009 at 9:00 a.m. Central Daylight Time, and at any adjournment or postponement thereof with respect to the proposals listed on the reverse side of this proxy card and upon such other matters as may be properly presented. If you are a shareholder of record, this proxy card when properly executed will be voted as directed by the undersigned shareholder and in accordance with the discretion of the proxies as to any other matters that are properly presented. Unless otherwise directed, this proxy card will be voted FOR the election of the four nominees for director in Proposal 1 and FOR the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2009 in Proposal 2. If you are a participant in a 401(k) or other retirement plan sponsored by Fluor Corporation or a subsidiary (the "Company Retirement Plans"), this proxy represents the number of Fluor Corporation shares allocable to that plan account as well as other shares registered in your name. As a participant in and a named fiduciary under the Company Retirement Plans, you have the right to direct the Northern Trust Company, as trustee, how to vote the shares of Fluor Corporation allocated to the plan account as well as a portion of any shares for which no timely voting instructions are received from other participants with respect to Proposal 2. If the trustee does not receive voting instructions from you by 5:59 p.m. Eastern Daylight Time on May 4, 2009, the trustee will vote FOR the nominees for Director in Proposal 1 and, with respect to Proposal 2, will vote the shares allocated to the plan account in the same proportion as it votes the shares for which it has received such instructions unless to do so would be inconsistent with the trustee's duties. If other matters come before the meeting, the named proxies will vote plan shares on those matters in their discretion. FLUOR CORPORATION Annual Meeting of Shareholders - To Be Held May 6, 2009 THE BOARD OF DIRECTORS SOLICITS THIS PROXY FLUOR CORPORATION 2009 Annual Meeting of Shareholders May 6, 2009 You are cordially invited to attend the 2009 Annual Meeting of Shareholders which will be held on Wednesday, May 6, 2009, beginning at 9:00 a.m. Central Daylight Time, at: Omni Mandalay Hotel at Las Colinas 221 East Las Colinas Boulevard Irving, TX 75039 A map is included on the last page of the proxy statement. Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com ADMITTANCE TICKET This ticket entitles you, the shareholder, and one guest to attend the 2009 Annual Meeting. Please bring it with you. Only shareholders and their guests will be admitted. We look forward to welcoming you on Wednesday, May 6, 2009. FLUOR 2

 

 



QuickLinks

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held May 6, 2009
FLUOR CORPORATION
PROXY STATEMENT March 13, 2009
ELECTION OF DIRECTORS Proposal 1
STOCK OWNERSHIP AND STOCK-BASED HOLDINGS OF EXECUTIVE OFFICERS AND DIRECTORS
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 IN 2008
OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR END
OPTION EXERCISES AND STOCK VESTED IN 2008
PENSION BENEFITS
NONQUALIFIED DEFERRED COMPENSATION
COMPENSATION UNDER VARIOUS TERMINATION SCENARIOS
DIRECTOR COMPENSATION
DIRECTOR SUMMARY COMPENSATION TABLE
DIRECTOR ALL OTHER COMPENSATION
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OTHER BUSINESS
ADDITIONAL INFORMATION
Directions to the Fluor Corporation 2009 Annual Shareholders Meeting
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