Form 8-K - Current report

0001124198false00011241982024-11-292024-11-29

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): November 29, 2024

 

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 [phone]

 

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.

(b) On November 29, 2024, Mr. Joseph L. Brennan, Executive Vice President and Chief Financial Officer of Fluor Corporation (the “Corporation”), notified the Corporation that he intends to retire, effective July 1, 2025. Mr. Brennan will cease to serve as Chief Financial Officer, effective March 1, 2025. To aid in the transition of his role, he will remain an employee of the Corporation until his retirement.

(c) On November 29, 2024, the Board of Directors of the Corporation appointed Mr. John C. Regan to serve as Executive Vice President and Chief Financial Officer, effective March 1, 2025. Mr. Regan, age 54, serves as Executive Vice President, Controller and Chief Accounting Officer of the Corporation, which position he has held since June 2020. He was previously Executive Vice President and Chief Financial Officer of Alta Mesa Resources, Inc. from 2019 to 2020.

Mr. Regan 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. Regan 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 connection with his appointment, the Corporation and Mr. Regan 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						Press Release issued by Fluor Corporation on December 2, 2024.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

2

---

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: December 3, 2024

			FLUOR CORPORATION
			By:			/s/ Kevin B. Hammonds
						Kevin B. Hammonds
						Executive Vice President, Chief Legal Officer

3

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

News Release

FOR IMMEDIATE RELEASE

Fluor Chief Financial Officer Joe Brennan to Retire; Company Names John Regan as New CFO

IRVING, Texas (December 2, 2024) – Fluor Corporation (NYSE: FLR) announced today that after more than three decades of service, Executive Vice President and Chief Financial Officer (CFO), Joe Brennan, will retire effective July 1, 2025. Fluor’s Board of Directors has appointed John Regan as his successor, effective March 1, 2025.

Regan currently serves as Fluor’s Executive Vice President and Chief Accounting Officer. He brings more than three decades of financial and industry expertise, as well as extensive experience managing public company financial planning, reporting and operations. Prior to joining Fluor, Regan served as CFO of Alta Mesa and CFO of Vine Oil & Gas LP. Regan is a Certified Public Accountant, licensed in Texas, and began his career at PriceWaterhouseCoopers.

“Joe has been instrumental in strengthening Fluor's financial stability and positioning the company for long-term success,” said David E. Constable, Chairman and Chief Executive Officer of Fluor. “Going forward, the Board and I are confident that our shareholders will benefit from John’s wealth of financial and operational management experience. I look forward to working closely with John as we continue to drive our capital allocation plans and pursue demand-driven growth opportunities across our portfolio.”

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

1

---

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.

#corp

2

Cover Document	Nov. 29, 2024
Cover [Abstract]
Entity Address, Address Line One	6700 Las Colinas Blvd.
Title of 12(b) Security	Common Stock, $.01 par value per share
Entity Address, Postal Zip Code	75039
Entity Registrant Name	FLUOR CORPORATION
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	Nov. 29, 2024
Entity File Number	001-16129
Entity Tax Identification Number	33-0927079
City Area Code	469
Local Phone Number	398-7000
Trading Symbol	FLR
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Address, City or Town	Irving,
Entity Address, State or Province	TX

Cover Non-printing	Nov. 29, 2024
Cover [Abstract]
Entity Central Index Key	0001124198
Amendment Flag	false

---