Fluor 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2012
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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:
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At the annual meeting of stockholders of Fluor Corporation (the Company) held on May 3, 2012 (the Annual Meeting), stockholders approved the Companys Amended and Restated Certificate of Incorporation (the Certificate) to grant holders of at least 25% of the Companys outstanding shares of common stock the right to call a special meeting of stockholders, subject to certain limitations and procedures in the Companys bylaws. The Certificate was filed with the Secretary of State of the State of Delaware on May 3, 2012, becoming effective on such date. Additional information concerning the Certificate was contained in the Companys 2012 proxy statement, which was filed with the Securities and Exchange Commission on March 13, 2012 (the 2012 Proxy Statement). A copy of the Certificate is attached hereto as Exhibit 3.1.
In connection with the approval of the Certificate, the Board of Directors adopted Amended and Restated Bylaws as of May 3, 2012 (the Bylaws) to establish procedural requirements and limitations in order for stockholders to call a special meeting. Additional information concerning the Bylaws was contained in the 2012 Proxy Statement. A copy of the Bylaws is attached hereto as Exhibit 3.2.
The foregoing descriptions of the Certificate and the Bylaws are not complete and are qualified in their entirety by reference to the full text of the Certificate and the Bylaws filed herewith.
(a) (b) At the Annual Meeting, the Companys stockholders (i) elected Peter K. Barker, Alan M. Bennett, Dean R. OHare and David T. Seaton to the Board to serve until the 2013 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation of the Companys named executives, as described in the 2012 Proxy Statement; (iii) approved the Certificate to grant holders of at least 25% of the Companys outstanding shares of common stock the right to call a special meeting of stockholders; and (iv) ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ended December 31, 2012.
The final voting results for the four director nominees described in the 2012 Proxy Statement were as follows:
The final voting results for proposals 2, 3 and 4 described in the 2012 Proxy Statement were as follows:
Item 9.01. Financial Statements and Exhibits.
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.
INDEX OF EXHIBITS