FLUOR CORP

For the period ended May 6, 2026. Filed Mar 12, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2026 · Filed Mar 12, 2026

FLR$46.48+3.3%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Summary

PROXY SUMMARY

This is a summary only and does not contain all the information that you should consider in connection with this proxy statement. Please read the entire proxy statement carefully before voting.

GOVERNANCE HIGHLIGHTS


	Director Independence				✔ 9 out of 10 director nominees are independent ✔ Incoming independent Chair of the Board, effective May 5, 2026 ✔ 100% independent Board committees ✔ Regular executive sessions of independent directors
	Accountability				✔ Annual director elections ✔ Majority voting for directors in uncontested elections
	Evaluation and Effectiveness				✔ Annual board and committee self-evaluations ✔ Annual evaluations of individual directors
	Refreshment				✔ Board membership criteria take into consideration diversity of thought and background ✔ Director mandatory retirement age
	Director Engagement				✔ Directors limited to no more than four total public company boards
	Compensation Policies				✔ Stock ownership guidelines for directors and executive officers ✔ Prohibition on hedging or pledging Company securities ✔ Change-in-control agreements require dual-trigger events and do not provide excise tax gross-ups
	StockholderRights				✔ Stockholder right to call special meetings ✔ Market-standard proxy access right

VOTING MATTERS

Stockholders are being asked to vote on the following matters:


1	The election of ten directors to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. (page 1)	FOR	All Ten Directors
2	An advisory vote to approve the Company’s executive compensation. (page 22)	FOR	The Advisory Vote
3	The ratification of Ernst & Young LLP as independent registered public accounting firm for 2026. (page 65)	FOR	The Ratification of Ernst & Young LLP

2026 PROXY STATEMENT 1

HOW TO VOTE

You are entitled to vote at the 2026 annual meeting of stockholders if you were a stockholder of record at the close of business on March 9, 2026, the record date for the meeting.

	By Internet
				www.proxyvote.com Visit www.proxyvote.com.You will need the 16-digit number included in your proxy card, voting instruction card or notice.
	By Telephone
				1-800-690-6903 Call 1-800-690-6903 or the number on your voting instruction card. You will need the 16-digit number included in your proxy card, voting instruction card, Notice or legal proxy.
	By Mail
				Cast your ballot, sign your proxy card and send by pre-paid mail Send your completed and signed proxy card or voting instruction card to the address on your proxy card or voting instruction card.
	At the Virtual Meeting
				Vote your shares online during the annual meeting You may also vote online during the annual meeting by following the instructions provided on the meeting website. You will need the 16-digit number included in your proxy card, voting instruction or notice.

Website References. Website references throughout this proxy statement are provided for convenience only and the content on the referenced websites is not incorporated by reference in, and does not form a part of, this proxy statement.

Forward-Looking Information. This document contains forward-looking statements relating to the manner in which we intend to conduct our activities based on our current plans and expectations. These statements are not promises of our future conduct or policy and are subject to a variety of uncertainties and other factors, many of which are beyond our control. Therefore, our actual activities, including the development, implementation or continuation of any program, policy or initiative discussed in this proxy statement and the outcomes of such activities, may differ materially. The statements of intention in this proxy statement speak only as of the date of this proxy statement, and we do not undertake to publicly update any statements in this proxy statement. Our 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026, contains a list of factors that could cause actual operational and financial results to differ from those expected. Forward-looking and other statements herein regarding our environmental and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking social, environmental and sustainability-related statements may be based on standards that are still developing, and our internal controls and processes continue to evolve.

2 2026 PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.