Proxy Blog

Fluor Corporation 

March 22, 2019

The annual proxy for this engineering and construction firm had the following proposals: 

  1. Proforma votes on directors, the appointment of auditors, and executive compensation 
  2. Shareholder proposal to require adopting goals for reducing greenhouse gas emissions 

Magni voted as follows: 

  1. For all proforma proposals.
    -Directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process.
    -Auditors – There appear to be no controversies with the financial statements of the company.
    -“Say-on-pay” – The shareholder engagement and peer group disclosures indicate good governance practices in executive compensation. 
  2. Against shareholder proposal. As the supporting statement for the proposal indicates, climate change is a big issue and Fluor, to its credit, has been disclosing greenhouse gas emissions since 2006. The proposal doesn’t recommend a target; it only requires that the company set one. In Fluor’s response it reiterates its strong commitment regarding reduction of greenhouse gas emissions, as well as the existing programs in place to accomplish the reductions. This well-intended proposal is unlikely to make Fluor change more quickly, so Magni voted against it.