Fluor (FLR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 6, 2026, to be held virtually, with voting on ten director nominees, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board emphasizes commitment to long-term stakeholder value, strong governance, and ongoing stockholder engagement.

• Forward-looking statements highlight ongoing strategic priorities: growth, project delivery, financial discipline, and high-performance culture.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) advisory approval of executive compensation, (3) ratification of Ernst & Young LLP as auditor, and (4) other business as may arise.

• Board recommends voting FOR all proposals.

• Proxy access allows groups of up to 20 shareholders owning at least 3% for three years to nominate directors.

Board of directors and corporate governance

• 9 of 10 director nominees are independent; 40% female, 20% racially/ethnically diverse; 40% added in last 4 years.

• Annual director elections, majority voting, and annual board/committee self-evaluations.

• Board succession planning and refreshment are ongoing priorities, with recent appointments and leadership transitions.

• James T. Hackett to become independent Chair effective May 5, 2026.

• Five standing committees: Audit, Commercial Strategies and Operational Risk, Executive, Governance, and Organization and Compensation—all but Executive are fully independent.