Independent
Tenure on this board
14.6 yrs
Also a director at
Tjx Companies Inc (TJX)
10 nominees · 3 ballot items.
Election of ten directors; advisory (non-binding) vote to approve executive compensation (“say on pay”); ratification of Ernst & Young LLP as independent auditors; and transacting any other properly presented business.
Elect ten directors named in the proxy statement to serve one-year terms until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of named executive officer compensation as disclosed in the proxy. Management seeks this endorsement to validate its compensation program and governance, which ties pay to performance through annual incentives and long-term performance awards (EBT and Relative TSR), robust stock ownership guidelines, and clawback policies. The Board recommends a vote FOR, emphasizing the program’s alignment with strategic priorities, pay-for-performance mix, and governance practices including independent compensation consultant review and stockholder engagement. Although advisory, the Board and Organization and Compensation Committee intend to consider the vote results when evaluating future compensation decisions; the proposal does not change pay arrangements directly and will not bind the Board. Key context includes CEO transition in 2025, changes in incentive weightings for 2026, and detailed disclosures of NEO pay and outcomes in the Compensation Discussion and Analysis.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Fluor’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.8% | 12,285,110 | $573M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 7,038,635 | $328M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.8% | 6,732,647 | $314M |
| 4 | STATE STREET CORP | 4.4% | 6,179,927 | $288M |
| 5 | BlackRock, Inc. | 4.2% | 5,906,218 | $276M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 3.0% | 4,249,844 | $211M |
| 7 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.9% | 4,021,505 | $188M |
| 8 | DME Capital Management, LP | 2.7% | 3,823,330 | $178M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.6% | 3,583,878 | $167M |
| 10 | Starboard Value LPActivist | 2.1% | 2,886,327 | $135M |
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