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 reported event): February 4, 2010
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-16129 |
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33-0927079 |
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(State or other
jurisdiction of |
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(Commission File Number) |
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(IRS Employer
Identification |
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6700 Las Colinas Boulevard |
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Irving, Texas |
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75039 |
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(Address of principal executive offices) |
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(Zip Code) |
(469) 398-7000
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 4, 2010, the Board of Directors of Fluor Corporation (the “Corporation”) amended Section 3.14 of the Amended and Restated Bylaws of the Corporation, effective immediately upon their adoption, to eliminate the presumption that the Chairman of the Board and Chief Executive Officer positions are combined. The Amended and Restated Bylaws are attached hereto as Exhibit 3.2 and the text thereof is incorporated herein by reference.
Item 8.01. Other Events.
On the same date, in accordance with Section 3.02 of the Amended and Restated Bylaws, the Board of Directors decreased its size from 11 to ten members, effective February 5, 2010. As previously disclosed on a Form 8-K filed on January 19, 2010, Peter S. Watson resigned from the Board of Directors, effective February 5, 2010.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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3.2 |
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Amended and Restated Bylaws of Fluor Corporation, effective as of February 4, 2010. |
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.
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February 9, 2010 |
FLUOR CORPORATION |
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By: |
/s/ Carlos M. Hernandez |
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Carlos M. Hernandez |
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Senior Vice President, Chief Legal Officer and Secretary |