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Fluor adopts majority vote standard for election of directors

Fluor's board of directors has amended its bylaws to adopt a majority vote standard for the election of directors in uncontested elections. The new standard requires a director in an uncontested election to receive more than 50 percent of the votes cast. Previously, directors in uncontested elections were elected under a plurality vote standard, in which candidates could be elected with less than a majority of shareholder support. The company will retain a plurality standard for the election of directors in a contested election.

The board's governance committee will establish procedures under which an incumbent director nominee will, if not re-elected by shareholders, tender his or her resignation for consideration by the board. The amendment is effective immediately, and therefore will take effect with the company's annual election of directors in May 2007.



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