FLUOR CORP 8-K

What Happened

• Fluor Corporation (FLR) announced that Executive Chairman David E. Constable informed the Board on March 3, 2026 that he will not stand for reelection and will retire effective at the annual meeting on May 6, 2026. The Board appointed Lead Independent Director James T. Hackett as Chair of the Board, effective May 5, 2026.
• On March 4, 2026, Fluor’s subsidiary FDEE Consulting, Inc. entered a one-year consulting agreement with Mr. Constable, effective May 6, 2026, for $525,200 in fees payable quarterly. Also on March 4, 2026 the Board increased its size to 12 members and elected Robert G. Card as a director, effective that date.

Key Details

• Retirement notice: March 3, 2026; retirement effective May 6, 2026 (annual meeting date).
• New Chair: James T. Hackett, effective May 5, 2026.
• Consulting deal: one-year term starting May 6, 2026; fee $525,200, paid quarterly; agreement to be filed as an exhibit to the next 10-Q.
• New director: Robert G. Card joined March 4, 2026; added to the Audit Committee and Commercial Strategies & Operational Risk Committee; Board determined him independent; will receive standard non-employee director compensation.

Why It Matters

• This is a governance and leadership transition: the company is replacing its Executive Chairman with an internal independent director as Chair, while retaining Mr. Constable in an advisory role under a paid consulting agreement.
• The consulting fee is a disclosed, limited expense ($525,200 over one year). The addition of Robert Card and committee assignments affect board composition and oversight (including audit oversight), which investors watch for governance and risk-management implications.