¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 |
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Sincerely, |
ALAN L. BOECKMANN |
Chairman and Chief Executive Officer |
1. | To elect four Class III directors to hold office for three years and until their respective successors are elected and qualified. The Board of Directors intends to nominate as directors the four persons identified in the attached Proxy Statement. |
2. | To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as auditors for the fiscal year ending December 31, 2002. |
3. To | transact such other business as may properly come before the meeting or any adjournment thereof. |
By | Order of the Board of Directors |
LA | WRENCE N. FISHER |
Sen | ior Vice President — Law and Secretary |
PETER J. FLUOR, age 54. Director since 1984; Chairman of Audit Committee and member of Executive, Governance and Organization and Compensation Committees. Non-Executive Chairman of the Board of Fluor Corporation, January to July 1998. Chairman and Chief Executive Officer of Texas Crude Energy, Inc., an international oil and gas exploration and production company headquartered in Houston, Texas, since 2001, formerly President and Chief Executive of that company from 1980; joined that company in 1972. Mr. Fluor also is a member of the advisory board of J.P. Morgan Chase Houston, Houston, Texas. | ||
DAVID P. GARDNER, age 69. Director since 1988; Chairman of Governance Committee; member of Executive, Organization and Compensation and Public Policy Committees. Chairman of the J.Paul Getty Trust since 2001, formerly President of the William and Flora Hewlett Foundation from 1993 to 1999; formerly President of the University of California from 1983; and formerly President of the University of Utah from 1973. Dr. Gardner also is a director of Waddell and Reed Family of Funds, Shawnee Mission, Kansas. | ||
BOBBY R. INMAN, age 70. Director since 1985; Chairman of Organization and Compensation Committee and member of Executive, Governance and Public Policy Committees. Admiral, U.S. Navy (Retired), managing director of Gefinor Ventures, a venture capital company, and the Lyndon B. Johnson Centennial Professor in National Policy, University of Texas, Austin, Texas. Formerly Director of the National Security Agency and Deputy Director of the Central Intelligence Agency. Admiral Inman also is a director of Massey Energy Company, Richmond, Virginia; Science Applications International Corporation, La Jolla, California; SBC Communications Inc., San Antonio, Texas; and Temple-Inland Inc., Diboll, Texas. | ||
JAMES O. ROLLANS, age 59. Director since 1997. Group Executive, Investor Relations and Corporate Communications effective February 2002; formerly Group Executive, Business Services from February 2001, formerly, President and Chief Executive Officer of Fluor Signature Services(2) from March 1999; formerly Senior Vice President and Chief Financial Officer 1998 to 1999 and 1992 to 1994; formerly Senior Vice President and Chief Administrative Officer 1994 to 1998; joined the Company in 1982. Mr. Rollans also is a director of Flowserve Corporation, Dallas, Texas. |
Class | I Directors — Term Expires 2003(1): |
Class | II Directors — Term Expires 2004(1): |
(1) | Except as otherwise indicated, all positions are with the Company. As noted above, as a result of the Distribution, each of the directors and, where applicable, the officers listed above resigned their positions with Old Fluor on November 30, 2000, and were appointed to equivalent positions for the Company effective that same date. Because of the importance of the businesses distributed by Old Fluor to the Company, directors are shown as serving from the dates of their original elections to the board of directors of Old Fluor. |
(2) | Fluor Signature Services, which from 1999 through March 2002 provided diversified business administration and support services, was a division of Fluor Enterprises, Inc. |
(3) | Duke/Fluor Daniel, which provides worldwide engineering, procurement, construction, commissioning operations and maintenance services for power plants, is a partnership owned equally by the Company and Duke Energy Corporation. |
(4) | Fluor Limited, which provides engineering, procurement and construction services in the United Kingdom, is an indirect subsidiary of the Company. |
Shares Beneficially Owned(1) | Fluor Stock-Based Holdings | |||
Class I Directors: | ||||
Alan L. Boeckmann(2) | 310,050 | 393,324 | ||
Thomas L. Gossage | 6,378 | 6,378 | ||
Vilma S. Martinez | 6,052 | 17,397 | ||
Dean R. O’Hare | 7,526 | 11,062 | ||
Class II Director Nominees: | ||||
Carroll A. Campbell, Jr. | 5,843 | 16,658 | ||
James T. Hackett | 2,250 | 4,876 | ||
Lord Robin W. Renwick | 5,526 | 13,105 | ||
Martha R. Seger | 6,007 | 6,760 | ||
Class III Directors: | ||||
Peter J. Fluor | 27,253 | 91,308 | ||
David P. Gardner | 10,148 | 10,811 | ||
Bobby R. Inman | 7,692 | 7,692 | ||
James O. Rollans(2) | 242,110 | 261,173 | ||
Other Named Executive Officers: | ||||
Philip J. Carroll, Jr(3). | 1,169,424 | 1,169,424 | ||
James C. Stein(3) | 270,500 | 270,500 | ||
Lawrence N. Fisher | 41,348 | 53,785 | ||
D. Michael Steuert | 8,600 | 14,340 | ||
All directors and executive officers as a group (23 persons)(3) | 2,447,891 | 2,765,848 |
(1) | Included in the number of shares beneficially owned by Messrs. Boeckmann, Carroll, Stein, Rollans, Fisher and all directors and executive officers as a group, are 170,571, 964,150, 221,501, 196,284, 12,147 and 1,728,937 shares, respectively, which such persons have the right to acquire within 60 days pursuant to the exercise of stock options. Except for Mr. Carroll, each individual owns less than 1% of the outstanding shares of the Common Stock of the Company. Giving effect to the exercise of Mr. Carroll’s options that are exercisable in the next 60 days, Mr. Carroll would own approximately 1.4% of the outstanding shares. Giving effect to the exercise of the group’s options that are exercisable in the next 60 days, the group would own approximately 3% of the outstanding shares. |
(2) | This individual is also a Named Executive Officer. |
(3) | Mr. P. J. Carroll and Mr. J. C. Stein are named executive officers of the Company relative to its 2001 fiscal year. In January 2002, Mr. Stein retired from the Company, and in February 2002, Mr. Carroll retired from the Company. For consistency, the shareholdings of Messrs. Carroll and Stein have been included in the holdings of the Company’s directors and executive officers, taken as a group. |
Name and Address of Beneficial Owners | Shares Beneficially Owned | Percent of Class | |||
Capital Group International, Inc. | 10,900,830 | (1) | 13.6 | ||
FMR Corp and related entities | 9,063,144 | (2) | 11.3 | ||
Capital Research & Management Co. | 6,000,090 | (3) | 7.5 | ||
Janus Capital Corporation | 5,342,330 | (4) | 6.6 | ||
Dodge & Cox, Inc. | 4,536,728 | (5) | 5.6 |
(1) | Based on Amendment No. 3 to Schedule 13G dated December 31, 2001, filed jointly by Capital Group International, Inc. and Capital Guardian Trust Company with the Securities and Exchange Commission, which indicates that Capital Group International, Inc. has sole voting power relative to 9,269,470 shares and dispositive power relative to 10,900,830 shares and that Guardian Trust Company has sole voting power relative to 5,973,590 shares and dispositive power relative to 7,604,960 shares. Capital Group International, Inc. is a holding company for investment management companies, including one organized as a bank, Capital Guardian Trust. Capital Group International, Inc. disclaims beneficial ownership of all the shares shown. The address of Capital Group International, Inc. and Capital Guardian Trust is 11100 Santa Monica Blvd., Los Angles, California 90025. |
(2) | Based on information provided by FMR Corp. (“FMR”), Edward C. Johnson 3d (“Mr. Johnson”) and Abigail P. Johnson (“Ms. Johnson”) included in their joint Amendment No. 1 to Schedule 13G dated December 31, 2001, and filed with the Securities and Exchange Commission wherein they reported the beneficial ownership of 9,063,144 shares. They state that Fidelity Management & Research Company (“Fidelity”) is the beneficial owner of 7,251,390 shares as a result of acting as investment advisor to various investment companies; Mr. Johnson and FMR and the funds each have sole power to dispose of the 7,251,390 shares but neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of the shares owned directly by the Fidelity funds, which power resides with the funds’ boards of trustees. Fidelity Management Trust Company (“FMTC”), wholly owned by FMR, is the beneficial owner of 794,120 shares and sole power to vote 739,320 shares. Strategic Advisers, Inc., also wholly owned by FMR and an investment advisor, provides investment advisory services to individuals. It does not have sole power to vote securities held for clients, but has dispositive power. On this basis, it may be deemed to have beneficial interests in 104 shares. Fidelity International Limited (“FIL”), 38% of which is held by a partnership controlled by Mr. Johnson, is the beneficial owner of 1,017,530 shares. The address of FMR, Mr. Johnson, Ms. Johnson, Fidelity and FMTC is 82 Devonshire Street, Boston, Massachusetts 02109. The address of FIL is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. |
(3) | Based on Amendment No. 3 to Schedule 13G dated December 31, 2001, filed by Capital Research and Management Company with the Securities and Exchange Commission, which indicates that Capital Research and Management Company holds such beneficial interest as the result of acting as investment advisor to various investment funds. In such capacity, it has dispositive power over all shares but has no voting power. Capital Research and Management disclaims beneficial ownership of all shares shown. Capital Research and Management Co. has offices at 333 South Hope Street, Los Angeles, California 90071. |
(4) | Based on information contained in the Schedule 13G dated December 31, 2001, filed jointly by Janus Capital Corporation, and its Chairman, President and Chief Executive Officer, Mr. Thomas H. Bailey, with the Securities and Exchange Commission, which indicates Janus Capital is a registered investment advisor that furnishes advice to investment companies and institutional clients. As such, it may be deemed to be the beneficial owner relative to Fluor shares held in customer portfolios. The filing indicates Janus Capital has sole voting power, and the sole dispositive power, relative to 5,342,330 shares of Fluor common stock. Janus Capital does not have the right to received dividends or proceeds from the sale of any such stock, and it disclaims any ownership associated with such rights. Mr. Bailey does not hold of record any Fluor shares, but may be deemed to have the power to vote or dispose of such shares held in portfolios of Janus Capital’s customers by reason of his position with Janus Capital. Janus Capital Corporation’s address is 100 Fillmore Street, Denver, Colorado 80206. Mr. Bailey may be reached at the same address. |
(5) | Based on information contained in the Schedule 13G dated December 31, 2001, filed by Dodge & Cox, Inc. with the Securities and Exchange Commission, which indicates Dodge & Cox, Inc. is a registered investment advisor having the sole power to vote 4,291,528 shares and shared voting power relative to 55,400 shares, and the sole power to dispose of 4,536,728 shares. All shares shown are owned beneficially by clients of Dodge & Cox, Inc. The address of Dodge & Cox, Inc. is One Sansome Street, 35th Floor, San Francisco, California 94104. |
Name | Largest Principal Amount Outstanding from January 1, 2001 ($) | Principal Amount Outstanding as of March 1, 2002 ($) | Interest Rate (%) | Nature of Indebtedness | ||||
J. L. Hopkins | 600,000 | 0 | 0 | relocation loan | ||||
Group Executive, Sales, Marketing and | 1,020,000 | 1,020,000 | 0 | relocation loan(2) | ||||
Strategic Planning | 80,000 | 80,000 | 2.73 | temporary loan(2) | ||||
M. A. Stevens | 680,000 | 680,000 | 0 | relocation loan(3) | ||||
Group Executive, Global Services | ||||||||
R. W. Oakley | 300,000 | 300,000 | 2.73 | temporary loan(4) | ||||
Group Executive, Strategic Operations | ||||||||
L. N. Fisher(1) | 1,300,000 | 1,300,000 | 2.74 | temporary loan(5) | ||||
Senior Vice President Law and Secretary | ||||||||
D. M. Steuert(1) | 975,000 | 975,000 | 0 | relocation loan(6) | ||||
Senior Vice President and Chief Financial Officer |
(1) | Mr. Fisher and Mr. Steuert are Named Executive Officers of the Company. |
(2) | Mr. Hopkins’ temporary loan was used to repay his $600,000 relocation loan. $440,000 of Mr. Hopkins’ outstanding relocation loan and the entire amount of his temporary loan are payable upon the earlier of February 1, 2003 or the sale of his Dallas, Texas residence. The $580,000 balance of his outstanding relocation loan amortizes at $100,000 per year in 2003 to 2006, with $180,000 due in 2007. |
(3) | Mr. Stevens’ loan is payable in annual payments, the last of which is due in 2007. |
(4) | Mr. Oakley’s loan is payable in June 2002. |
(5) | Mr. Fisher’s loan is payable in February 2003. |
(6) | Mr. Steuert’s loan is payable in annual payments, the last of which is due in 2006. |
Long-Term Compensation | |||||||||||||||||
Annual Compensation | Awards | Payouts | |||||||||||||||
Name and Principal Position | Fiscal Year | Salary ($)(A) | Bonus ($)(A) | Other Annual Compensation ($)(B) | Restricted Stock Awards ($)(C) | Securities Underlying Options/ SARs (#) | LTIP Payouts ($) | All Other Compensation ($)(D) | |||||||||
A. L. Boeckmann | FY2001 | 675,769 | 690,100 | 108,708 | 0 | 46,400 | 191,900 | 148,579 | |||||||||
President and Chief | (F) | 91,538 | 26,400 | 0 | 341,600 | 0 | 0 | 750 | |||||||||
Operating Officer (E) | FY2000 | 525,000 | 220,000 | 14,430 | 1,641,650 | 67,613 | (G) | 0 | 171,858 | ||||||||
FY1999 | 456,278 | 375,000 | 20,097 | 94,325 | 19,990 | (G) | 0 | 199,223 | |||||||||
P. J. Carroll Jr. | FY2001 | 1,150,000 | 1,150,000 | 400,193 | 0 | 220,900 | 466,300 | 811,409 | |||||||||
former Chairman and Chief | (F) | 176,923 | 131,100 | 0 | 1,619,550 | 0 | 0 | 0 | |||||||||
Executive Officer (E) | FY2000 | 1,050,000 | 0 | 19,500 | 744,450 | 354,921 | (G) | 0 | 657,515 | ||||||||
FY1999 | 900,000 | 1,000,000 | 27,158 | 484,488 | 100,707 | (G) | 0 | 1,061,001 | |||||||||
J. C. Stein | FY2001 | 595,000 | 381,200 | 155,093 | 0 | 46,400 | 181,500 | 176,508 | |||||||||
former Vice Chairman (E) | (F) | 91,538 | 36,000 | 0 | 341,600 | 0 | 0 | 11,500 | |||||||||
FY2000 | 565,021 | 300,000 | 35,160 | 132,938 | 63,441 | (G) | 0 | 231,412 | |||||||||
FY1999 | 565,021 | 300,000 | 48,968 | 247,389 | 52,114 | (G) | 0 | 249,856 | |||||||||
J. O. Rollans | FY2001 | 540,000 | 359,900 | 151,156 | 0 | 31,900 | 135,400 | 174,493 | |||||||||
Group Executive | (F) | 83,077 | 37,200 | 0 | 234,850 | 0 | 0 | 0 | |||||||||
FY2000 | 515,040 | 310,000 | 44,430 | 106,350 | 50,753 | (G) | 0 | 424,176 | |||||||||
FY1999 | 490,080 | 300,000 | 61,878 | 154,779 | 32,678 | (G) | 0 | 196,871 | |||||||||
L. N. Fisher | FY2001 | 420,000 | 244,800 | 83,748 | 0 | 31,900 | 152,500 | 76,295 | |||||||||
Senior Vice President | (F) | 64,615 | 24,000 | 0 | 234,850 | 0 | 0 | 0 | |||||||||
Law and Secretary | FY2000 | 380,040 | 200,000 | 14,850 | 79,763 | 35,632 | (G) | 0 | 115,409 | ||||||||
FY1999 | 340,020 | 200,000 | 20,682 | 79,319 | 16,687 | (G) | 0 | 74,777 | |||||||||
D. M. Steuert | FY2001 | 307,692 | 197,000 | 0 | 210,150 | 0 | 115,000 | 136,012 | |||||||||
Senior Vice President and Chief Financial Officer (H) |
(A) | Amounts shown include cash compensation earned and received by Named Executive Officers as well as amounts earned but deferred at the election of those officers. |
(B) | Amounts shown as Other Annual Compensation represent restricted unit payments for the benefit of each Named Executive Officer to compensate for federal and state withholding taxes arising from the lapse of restrictions on restricted stock held by such Named Executive Officer. |
(C) | The amount reported in the table includes restricted stock and represents the market value at the date of grant, without giving effect to the diminution in value attributable to the restrictions on such stock. In fiscal years 1999 and 2000, the transition period ended December 31, 2000, and fiscal year 2001, the Company awarded 42,983(G), 152,605(G), 90,900 and 3,600 shares to all Named Executive Officers as a group. With respect to shares granted in fiscal year 1999, 42,983(G) shares of restricted stock awarded vest at 10% per year. With respect to shares of restricted stock granted in fiscal year 2000, 47,276(G) shares of restricted stock cliff vest after 5 years and 105,329 (G) shares of restricted stock granted to Mr. Boeckmann under a special Incentive/Retention Program fully vest on January 1, 2004, if specified performance objectives are met. With respect to shares of restricted stock granted in the transition period ended December 31, 2000, 90,900 shares of restricted stock vest at 25% per year. With respect to shares of restricted stock granted in fiscal year 2001, 3,600 shares of restricted stock vest at 25% per year. |
(D) | The total amounts shown in this column for the fiscal year 2001 consist of the following: (i) Mr. Boeckmann: $62,581 — Company contributions and allocations to defined contribution plans and related excess benefit plans; $85,584 — Benefit attributable to Company-owned life insurance policy; and $412 — personal use of chartered aircraft and related tax gross up; (ii) Mr. Carroll: $118,097 — Company contributions and allocations to defined contribution plans and related excess benefit plans; $512,426 — Benefit attributable to Company-owned life insurance policy; $100,000 — Non-discretionary bonus; and $80,884 — personal use of chartered aircraft and related tax gross up; (iii) Mr. Stein: $58,604 — Company contributions and allocations to defined contribution plans and related excess benefit plans; $70,256 —Benefit attributable to Company-owned life insurance policy; $35,641 — personal use of chartered aircraft and related tax gross up; and $12,000 — miscellaneous other compensation; (iv) Mr. Rollans: $50,188 —Company contributions and other allocations to defined contribution plans and related excess benefit plans; $121,260 — Benefit attributable to Company-owned life insurance; and $3,043 — miscellaneous other compensation; (v) Mr. Fisher: $32,161 — Company contributions and other allocations to defined contribution plans and related excess benefit plans; and $44,274 Benefit attributable to Company-owned life insurance policy; and (vi) Mr. Steuert: $136,012 — Relocation expenses. |
(E) | Effective February 2002, Mr. Boeckmann succeeded Mr. Carroll as Chairman and Chief Executive Officer of the Company, concurrent with Mr. Carroll’s retirement. Mr. Stein retired from the Company effective January 2002. |
(F) | Amounts shown are for the transition period of November 1, 2000, to December 31, 2000, incidental to the change in the Company’s fiscal year. |
(G) | The numbers shown reflect the conversion from shares of Old Fluor into shares of the Company coincident with the spin off of Massey. |
(H) | No information for Mr. Steuert is available for the years prior to 2001, the year he joined the Company. |
Individual Grants(B) | Grant Date Present Value ($)(E) | ||||||||||
Name | Number of Securities Underlying Options Granted (C) | % of Total Options Granted to Employees in Fiscal Year | Exercise Price(s) ($/Sh) (D) | Expiration Date | |||||||
A. L. Boeckmann | 46,400 | 4.6 | $ | 45.27500 | 03/13/08 | 867,216 | |||||
P. J. Carroll, Jr. | 220,900 | 21.7 | $ | 45.27500 | 03/13/08 | 4,128,621 | |||||
J. C. Stein | 46,400 | 4.6 | $ | 45.27500 | 03/13/08 | 867,216 | |||||
J. O. Rollans | 31,900 | 3.1 | $ | 45.27500 | 03/13/08 | 596,211 | |||||
L. N. Fisher | 31,900 | 3.1 | $ | 45.27500 | 03/13/08 | 596,211 | |||||
D. M. Steuert | 0 | n/a | n/a | n/a | n/a |
(A) | All grants were made during the Company’s 2001 fiscal year and no Option or SAR was granted during the transition period of November 1, 2000, through December 31, 2000. |
(B) | All information concerning the grants described in this table reflect such grants as of December 31, 2001. Options/SARs were not granted during the transition period of November 1, 2000 through December 31, 2000. |
(C) | The Named Executive Officers received only grants of options in fiscal year 2001; SARs were granted to other members of the Company’s management. Mr. Steuert was hired on May 19, 2001, following the annual stock grant and did not receive any options/SARs in his new hire grant. |
(D) | Options were granted with an exercise price equal to the fair market value of the underlying common stock on the date of grant. All options were granted for a term of 7 years, subject to earlier termination in certain events related to termination of employment, and vest 25% per year over 4 years. The exercise price and tax withholding obligations related to exercise may be paid by delivery of already owned shares or by offset of the underlying shares, subject to certain conditions. The vesting of these options may accelerate upon termination of employment following a change of control of the Company. See the discussion under the heading “Change of Control Provisions in Certain Plans” at page 22. |
(E) | The Grant Date Present Value is computed using the Black-Scholes option pricing model based on the following general assumptions: (a) an expected option term of 6 years for options which reflects the expected 6-year life of the option; (b) a risk-free interest rate that represents the interest rate on a U.S. Treasury strip with a maturity date corresponding to that of the expected option term; (c) stock price volatility is calculated using monthly stock data up to March 2001; and (d) dividend yield is calculated by dividing the annual dividend by the fair market value. The specific option pricing model assumptions for the grants were as follows: $45.27500 exercise price; 4.74% risk free interest rate; 48.30% stock price volatility; and 1.75% expected dividend yield. Notwithstanding the fact that these options are non-transferable, no discount for lack of marketability was taken. The option value was discounted by approximately 3% for risk of forfeiture during the vesting period. The actual value, if any, an executive may realize will depend upon the excess of the stock price on the date the option is exercised, so there is no assurance that the value realized by the executive will be at or near the amount shown. |
Shares Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options/SARs at Fiscal Year End (#) | Value of Unexercised In-the-Money Options/SARs at Fiscal Year End ($) (A) | |||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||
A. L. Boeckmann | 36,640 | 1,152,512 | 184,619 | 51,398 | 2,304,212 | 61,637 | ||||||
P. J. Carroll Jr. | 0 | 0 | 708,548 | 315,602 | 7,984,458 | 1,052,888 | ||||||
J. C. Stein | 200,894 | 3,642,386 | 162,065 | 59,436 | 1,609,620 | 160,763 | ||||||
J. O. Rollans | 180,558 | 4,241,210 | 188,309 | 40,070 | 1,655,296 | 100,755 | ||||||
L. N. Fisher | 156,957 | 3,868,202 | 4,172 | 36,072 | 51,450 | 51,450 | ||||||
D. M. Steuert | 0 | 0 | 0 | 0 | 0 | 0 |
(A) | No options or SARs were exercised during the transition period of November 1, 2000, through December 31, 2000. |
(B) | Market value of underlying securities at fiscal year-end, minus the exercise price. |
Performance or Other Period Until Maturation or Payout (B) | Estimated Future Payouts under Non-Stock Price Based Plans($) | |||||||
Name | Threshold(C) | Middle Target | Maximum | |||||
A. L. Boeckmann | 3 years | 156,500 | 313,000 | 626,000 | ||||
P. J. Carroll, Jr. | 3 years | 394,000 | 788,000 | 1,576,000 | ||||
J. C. Stein | 3 years | 156,500 | 313,000 | 626,000 | ||||
J. O. Rollans | 3 years | 116,000 | 232,000 | 464,000 | ||||
L. N. Fisher | 3 years | 116,000 | 232,000 | 464,000 | ||||
D. M. Steuert | 3 years | 150,000 | 300,000 | 600,000 |
(A) | The FY2001-2003 LTI Cash Program was granted in December 2000 for all executives except for Mr. Steuert, who entered the program retroactively upon his hire with the company (May 19, 2001). |
(B) | The FY 2001-2003 LTI Cash Program provides for annual performance targets over the three year period and annual payments,with one third of the payout being available in each year based on the Company’s performance relative to such targets. |
(C) | Payment of the Threshold amount is conditioned on overall achievement of minimum performance measurements. Where a minimum performance measurement is not achieved, no portion of the annual cash payment tied thereto will be paid. Accordingly, the Company’s failure to achieve minimum performance measurements may result in no payments being made. |
1996 | 1997 | 1998 | 1999 | 2000 | 2001 | |||||||
Fluor Corporation(1)(2) | 100 | 63.41 | 77.40 | 91.53 | 143.42 | 164.65 | ||||||
S&P 500 | 100 | 133.36 | 171.47 | 207.56 | 188.66 | 166.24 | ||||||
DJ Heavy Construction Group | 100 | 97.47 | 87.83 | 91.30 | 100.69 | 104.63 |
(1) | The above graph compares the performance of Fluor Corporation with that of the S&P 500 Composite Index and the Dow Jones Heavy Construction Industry Group Index, which is a published industry index. The above graph reflects results as of December 31, 2001, and is not reflective of recent changes in the S&P 500 or the price of the Company’s stock. |
(2) | The comparison of total return on investment (change in year-end stock price plus reinvested dividends) for each of the periods assumes that $100 was invested on January 1, 1997 in each of Fluor Corporation, the S&P 500 Composite Group and the Dow Jones Heavy Construction Industry Group, with investment weighted on the basis of market capitalization. Returns for 2000 and 2001 reflect the reverse spin off of Massey. Shares of Massey held on the Distribution Date are treated as dividends on the shares of Company stock distributed on the Distribution Date. The market value of such Massey shares is treated as having been reinvested in Company stock on December 1, 2000. For this purpose, stock values are based on the average of the high and low prices for Massey shares or Company shares, as applicable, on December 1, 2000. |
LA | WRENCE N. FISHER |
Sen | ior Vice President—Law and Secretary |
• | Meet with the independent auditors and financial management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditors. Items to be reviewed include the required communications as promulgated by the American Institute of Certified Public Accountants. |
• | Review with the independent auditors, the Company’s internal auditor, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Further, the Committee will annually receive a report regarding the business ethics and code of conduct of the Company. |
• | Periodically, but no less than annually, obtain from the outside independent auditor a formal written statement delineating all relationships between the auditor and the Company. The Committee should discuss with the independent auditor any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and shall recommend to the Board of Directors any appropriate action regarding the independence of the independent auditor. |
• | Review the internal audit function of the Company including the independence and authority of its reporting obligations, the proposed audit plans for the coming year and the coordination of such plans with the independent auditors. |
• | Receive prior to each meeting, a summary of internal audit reports completed and in process and a progress report on the internal audit plan. |
• | Review with the Company’s General Counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or government agencies. |
• | Review with management the Company’s most significant financial risks and how they were assessed, risk mitigation strategies, and the overall effectiveness of the related system of risk management. |
• | Discuss with management the interim financial results of the Company. Also, discuss with the independent auditors the results of their quarterly review and any other matters required to be communicated under generally accepted auditing standards. The chair of the committee may represent the entire committee for purposes of this review. |
• | Review the financial statements contained in the annual report on Form 10-K with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and content of the financial statements. |
• | Review and update this Charter at least annually, as conditions dictate and submit it to the Board of Directors for approval. |
THIS PROXY/VOTING INSTRUCTION CARD WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED,
THIS PROXY/VOTING INSTRUCTION CARD WILL BE VOTED FOR THE ELECTION OF THE FOUR NOMINEES AND FOR PROPOSAL 2.
Please mark
your votes as
indicated in
this example [X]
1. Election of Class III Directors: 01 Peter J. Fluor, 02 David P. Gardner, 03 Bobby R. Inman, and 04 James O. Rollans | |||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list above. | |||||
2. Ratification of the appointment of Ernst & Young LLP as auditors for 2002. | ||
[_] | [_] | |
Please mark the box if you have written comments or an address change on the reverse side. | I Plan to | ||||
Signature _______________________ | Signature ______________________ | Date ______________ |
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Corporations and partnerships should sign in full corporate or partnership name by an authorized officer.
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 4PM Eastern Time
the business day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
http://www.eproxy.com/flr | 1-800-435-6710 | |||
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. You will be prompted to enter your control number, located in the box below, to create and submit an electronic ballot. | OR | Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter your control number, located in the box below, and then follow the directions given. | OR | your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
FLUOR CORPORATION
PROXY/VOTING INSTRUCTION CARD SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING MAY 8, 2002
The undersigned, a shareholder of FLUOR CORPORATION, a Delaware corporation, acknowledges receipt of a Notice of Annual Meeting of Shareholders, the accompanying Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2001; and, revoking any proxy previously given, hereby constitutes and appoints L.N. Fisher and E.P. Helm, and each of them, the 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 8, 2002 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.
THIS PROXY/VOTING INSTRUCTION CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREBY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY/VOTING INSTRUCTION CARD WILL BE VOTED FOR THE NOMINEES LISTED ON THE REVERSE AND FOR PROPOSAL 2. IF YOU HAVE A BENEFICIAL INTEREST IN SHARES HELD BY A 401(K) OR OTHER RETIREMENT PLAN SPONSORED BY FLUOR CORPORATION OR A SUBSIDIARY, SUCH AS THE FLUOR CORPORATION SALARIED EMPLOYEES’ SAVINGS INVESTMENT PLAN OR THE FLUOR CORPORATION EMPLOYEES’ PERFORMANCE PLAN, THEN THIS CARD ALSO CONSTITUTES YOUR VOTING INSTRUCTIONS TO THE TRUSTEE OF SUCH PLAN AND IF YOU DO NOT SIGN AND RETURN THIS CARD, OR ATTEND THE MEETING AND VOTE BY BALLOT, SUCH SHARES WILL BE VOTED BY THE TRUSTEE IN THE SAME MANNER AND IN THE SAME PROPORTION AS THE SHARES FOR WHICH THE TRUSTEE RECEIVES VALID VOTING INSTRUCTIONS.
_____________________________________________________________________________________
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
FLUOR CORPORATION
2002 Annual Meeting of Shareholders
May 8, 2002
You are cordially invited to attend the 2002 Annual Meeting of Shareholders which will be held on Wednesday, May 8, 2002, beginning at 9:00 a.m. Central Daylight Time, at:
The Houstonian Hotel
111 North Post Oak Lane
Houston, Texas
A map is included on the last page of the Notice of Annual Meeting.
ADMITTANCE TICKET
This ticket entitles you, the shareholder, and one guest to attend the 2002 Annual Meeting.
Please bring it with you. Only shareholders and their guests will be admitted.
We look forward to welcoming you on Wednesday, May 8, 2002.