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Fluor Derivative Case Settlement

August 4, 2023 Breaking News

UNITED STATES DISTRICT COURT  

NORTHERN DISTRICT OF TEXAS  

DALLAS DIVISION  

In re Fluor Corp. Stockholder Deriv. Litig. Case No. 3:20-cv-01442-X 

NOTICE OF PENDENCY AND PROPOSED  

SETTLEMENT OF DERIVATIVE ACTIONS  

TO: ALL PERSONS AND ENTITIES WHO CURRENTLY HOLD FLUOR CORP. COMMON STOCK  

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. This Notice relates to a proposed settlement (“Settlement”) of the following derivative actions: In re Fluor Corp. Stockholder Deriv. Litig., No. 3:20-CV 01442-X (N.D. Tex.), In re Fluor Corp. S’holder Deriv. Litig., No. 1:20-cv-00499 (D. Del.), In re Fluor Corp. Deriv.  Litig., No. DC-18-13236 (116th Jud. Dist., Dallas Cnty, Tex.), Smith v. Hernandez, No. DC-20-10706 (116th Jud. Dist.,  Dallas Cnty, Tex.), Schifano v. Barker, No. DC-20-06727 (44th Jud. Dist., Dallas Cnty, Tex.), Atchison v. Hernandez,  C.A. No. 2020-0655-JTL (Del. Ch.), Hickok v. Boeckmann, C.A. No. 2021-1001-PAF (Del. Ch.), and any action(s)  involving substantially similar claims (together, the “Actions”). If the Court approves the proposed Settlement, you, Fluor  Corporation (“Fluor” or the “Company”), and all Current Fluor Stockholders will be forever barred from contesting the fairness, adequacy, and reasonableness of the proposed Settlement and from pursuing the Released Stockholder Claims.  

All capitalized terms used in this Notice that are not otherwise defined herein have the meanings provided  in the Stipulation and Agreement of Settlement entered into on A p r i l 2 0 , 2023 (“Stipulation”), by and among the  following: (1) Jay Lee and Joan Goodman (collectively, the “Texas Federal Court Lead Plaintiffs”); (2) Alyson Bottoni,  Omid Yousofi, Kasey King, Sindy Wei, Thomas French, Jr., Hakyung Kim, Elsie Schifano, Thomas Smith, April  Atchison, Jonathan Woods, and Donna Hickok (collectively and together with Texas Federal Court Lead Plaintiffs, the  “Plaintiffs”); (3) current and former officers of Fluor and members of the Board of Directors of Fluor (the “Board”): Alan  Boeckmann, Peter J. Fluor, Rosemary T. Berkery, Alan M. Bennett, Armando J. Olivera, Matthew K. Rose, James T.  Hackett, David E. Constable, Thomas C. Leppert, David T. Seaton, Carlos M. Hernandez, Peter K. Barker, Deborah D.  McWhinney, Nader H. Sultan, Joseph W. Prueher, Lynn C. Swann, Samuel J. Locklear III, Bruce A. Stanski, Matthew  McSorley, Gary G. Smalley, D. Michael Steuert, Robin K. Chopra, Steven Gittins, Biggs C. Porter, and The Estate of  Dean R. O’Hare (collectively, the “Individual Defendants”); and (4) nominal defendant Fluor (together with the Individual  Defendants, the “Defendants”). Plaintiffs and Defendants are collectively referred to herein as the “Parties.”  

THIS NOTICE PROVIDES ONLY A SUMMARY OF THE MATERIAL TERMS OF THE SETTLEMENT  AND RELEASES. You can obtain more information by reviewing the Stipulation, which is available at  www.fluorcorpstockholdersettlement.com.  

PLEASE NOTE THAT THERE IS NO CLAIMS PROCESS AND NO INDIVIDUAL STOCKHOLDER HAS  THE RIGHT TO BE COMPENSATED AS A RESULT OF THE SETTLEMENT DESCRIBED BELOW.  STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THIS NOTICE.  

IF YOU HOLD THE STOCK OF FLUOR FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY  TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER.  

A federal court authorized this Notice. This is not a solicitation from a lawyer.  

PURPOSE OF NOTICE  

  1. The purpose of this Notice is to explain the Actions, the terms of the proposed Settlement, and how the  proposed Settlement affects current Fluor stockholders’ legal rights. This Notice is issued pursuant to an Order of the  United States District Court for the Northern District of Texas (the “Court”) dated July 25, 2023 (“Preliminary Approval  Order”), and further pursuant to the requirements of the Federal Rules of Civil Procedure, including Rule 23.1.  
  2. The Court will hold a hearing (the “Settlement Hearing”) on September 19, 2023 at 2:00 PM, at the United  States District Court for the Northern District of Texas, 1100 Commerce Street, Courtroom 1525, Dallas, TX 75242 to  consider whether the Judgment, substantially in the form of Exhibit F to the Stipulation, should be entered:  

(i) approving the terms of the Settlement as fair, reasonable, adequate, and in the best interests of Fluor and  its stockholders; 

(ii) dismissing with prejudice the Released Claims pursuant to the terms of the Stipulation; and  (iii) ruling upon Texas Federal Court Lead Plaintiffs’ Counsel’s request for approval of the agreed amount of attorneys’ fees and expenses to be paid to Plaintiffs’ Counsel.  

  1. You have a right to participate in the Settlement Hearing.  
  2. This Notice describes the rights you may have in the Actions and pursuant to the Stipulation and what steps you may take, but are not required to take, in relation to the Settlement.  

BACKGROUND OF THE SETTLING MATTERS  

Factual Background  

  1. The Settlement arises out of the Actions alleging breaches of fiduciary duty, among other claims, against certain current and former officers and directors of Fluor. Plaintiffs alleged that the Individual Defendants breached their fiduciary duties in connection with, among other things, material lapses of oversight over risk management functions and internal controls, which led to the Company issuing a series of allegedly false and misleading statements to the public,  resulting in alleged harm to Fluor and its stockholders when the alleged truth was revealed.  
  2. The Individual Defendants deny the allegations made by Plaintiffs in each of the Actions.  The Actions
  3. On May 25, 2018, a federal securities fraud class action was filed against Fluor in the Northern District of Texas, styled as Chun v. Fluor Corporation, No. 3:18-cv-01338-X (the “Securities Action”). On November 8, 2022,  the Northern District of Texas entered an Order and Final Judgment resolving the Securities Action.  
  4. Beginning in late 2018, Plaintiffs filed their respective Actions, alleging breaches of fiduciary duty against certain of the Individual Defendants relating to the claims underlying the Securities Action. Several of the Actions were consolidated in their respective venues, and each of the Actions was stayed pending either a final decision on the motion to dismiss or other developments (or completion of) the related securities class action lawsuit, and/or pending ongoing settlement discussions among Plaintiffs and Defendants.  
  5. In re Fluor Corp. Deriv. Litig., No. DC-18-13235 (116th Jud. Dist., Dallas Cnty, Tex.). In September  2018, two shareholder derivative actions were filed in Texas state court, captioned French, Jr. v. Seaton, No. DC-18- 13236, and Kim v. Seaton, No. DC-18-13381. On October 17, 2018, those two actions were consolidated into the above-styled action. On April 1, 2019, the Court stayed the action pending resolution of the motion to dismiss in the Securities  Action. On October 6, 2020, an amended complaint was filed in the consolidated action.  
  6. In re Fluor Corp. S’holder Deriv. Litig., No. 1:20-cv-00499 (D. Del.). In April and May of 2020, two shareholder derivative actions were filed in the Federal District of Delaware, captioned Yousofi v. Barker, No. 1:20-CV 00499, and Wei v. Seaton, No. 1:20-cv-00636-MN. On June 18, 2020, those two actions were consolidated into the above-styled action. On August 13, 2020, the Court stayed the action pending resolution of the motion to dismiss in the Securities  Action.  
  7. Schifano v. Barker, No. DC-20-06727 (44th Jud. Dist., Dallas Cnty, Tex.). In May 2020, a shareholder  derivative action was filed in Texas State Court styled as the above. On August 21, 2020, the Court stayed the action  pending resolution of the motion to dismiss in the Securities Action.  
  8. In re Fluor Corp. Stockholder Deriv. Litig., No. 3:20-CV-01442-X (N.D. Tex.) In June 2020, two  shareholder derivative actions were filed in the Federal Northern District of Texas and transferred to the same judge  overseeing the Securities Action, styled as Bottoni v. Hernandez, 3:20-cv-01442-X, and Lee v. Hernandez, 3:20-cv-01558- X. On August 21, 2020, the two actions were consolidated into the above-styled action. On March 5, 2021, a third  shareholder derivative action was filed in the Federal Northern District of Texas, styled as Goodman v. Boeckmann, 3:21- cv-00353-X. On April 26, 2021, that third action was consolidated into the above-styled action. On September 16, 2021,  the Court stayed the action pending the outcome of mediation and settlement negotiations.  
  9. Smith v. Hernandez, No. DC-20-10706 (116th Jud. Dist., Dallas Cnty, Tex.). In August 2020, a  shareholder derivative action was filed in Texas State Court styled as the above. On October 27, 2020, the Court stayed  the action pending resolution of the motion to dismiss in the Securities Action.  
  10. Atchison v. Hernandez, C.A. No. 2020-0655-JTL (Del. Ch.). In August 2020, a shareholder derivative  action was filed in the Delaware Court of Chancery styled as the above. On November 2, 2020, an amended complaint  was filed in the above-styled action. On February 18, 2021, the Court granted Fluor’s opposed motion to stay the action  pending resolution of the Securities Action.  
  11. Hickok v. Boeckmann, C.A. No. 2021-1001-PAF (Del. Ch.). In November 2021, a shareholder 

derivative action was filed in the Delaware Court of Chancery styled as the above. On March 1, 2022 the Court stayed  the action.  

Settlement Negotiations  

  1. Plaintiffs’ counsel engaged in extensive settlement negotiations with Defendants’ counsel, over the course  of many months. In or around September 2021, Texas Federal Court Lead Plaintiffs’ Counsel and Defendants agreed to  enter into discussions to look for opportunities to resolve the Actions. Defendants then informed all Plaintiffs’ Counsel  of a mediation set in the related securities case for September 30, 2021 and invited them to participate. On September 24,  2021, Plaintiffs sent a unified settlement demand to Fluor, proposing certain corporate governance enhancements to  address claims made in the Actions.  
  2. The settlement negotiations were mediated through Greg Lindstrom of Phillips ADR, a respected and  experienced mediator in derivative and other complex litigation.  
  3. Plaintiffs’ Counsel engaged in a full-day mediation via Zoom with Defendants’ counsel on September  30, 2021. No final resolution was reached at that mediation, but the Parties continued their dialogue with the ongoing  assistance of the mediator. On May 10, 2022, Plaintiffs’ Counsel and Defendants’ counsel held a second full-day  mediation session with Mr. Lindstrom. The session was productive, but no final agreement was reached. In response to  the last settlement proposal made by the Plaintiffs at that mediation session, Defendants prepared a settlement counter proposal which they sent to the mediator and Texas Federal Court Lead Plaintiffs’ Counsel on June 9, 2022. The reforms  comprised in the settlement counter-proposal made by Defendants set forth the material terms of the Settlement. Texas  Federal Court Lead Plaintiffs’ Counsel and Defendants’ counsel thereafter continued to negotiate and eventually reached  an agreement on all remaining terms of settlement.  
  4. After reaching an agreement in principle, Texas Federal Court Lead Plaintiffs and Defendants engaged  in another mediation session to negotiate the matter of attorneys’ fees and costs. That mediation session was successful,  with the Texas Federal Court Lead Plaintiffs and Defendants reaching an agreement on the maximum total amount of  attorneys’ fees and costs that Defendants would agree to pay all Plaintiffs in all of the Actions, subject to approval by the  Reviewing Court.  
  5. Texas Federal Court Lead Plaintiffs’ Counsel and Defendants thereafter negotiated a Memorandum of  Understanding (the “MOU”) setting forth the material terms of the Settlement. On September 12, 2022, Texas Federal  Court Lead Plaintiffs’ Counsel and Defendants signed the MOU.  
  6. As to the legal merits of the claims asserted in the Actions, the Parties have expended significant time  and resources participating in multiple full-day mediation sessions and pre- and post-mediation conference calls and  meetings, where the merits of the claims asserted in the Actions and defenses thereto were extensively discussed between  the Parties and independently with the mediator, Mr. Lindstrom.  
  7. The Parties subsequently reached a definitive agreement to settle the Actions, upon the terms and  conditions set forth in the Stipulation, dated April 20, 2023.  
  8. On July 25, 2023, the Court entered the Preliminary Approval Order in connection with the Settlement  that, among other things, preliminarily approved the Settlement, authorized this Notice to be provided to Current Fluor  Stockholders, and scheduled the Settlement Hearing to consider whether to grant final approval of the Settlement and  Plaintiffs’ Counsel’s request for approval of the agreed Fee and Expense Amount.  

TERMS OF THE SETTLEMENT  

  1. In consideration of the Settlement and the releases provided therein, and subject to the terms and  conditions of the Stipulation, the Parties have agreed to the following settlement consideration for Fluor.  
  2. The Company will implement or maintain certain management and governance measures relating to risk  management and performance-based compensation safeguards, including: (i) a management-level Project Execution  Group, responsible for the standards, practices and oversight of all project execution support functions; (ii) an executive level management team responsible for overseeing risk management and mitigation for high-risk-level projects; (iii) an  internal audit review to be conducted within 12 months of the Effective Date to assess whether the applicable risk processes  under the Corporate Risk Group are being followed; (iv) a Board-level Commercial Strategies and Operational Risk  Committee, responsible for reviewing Fluor’s strategic and operational project risks; and (v) a clawback policy that  ensures the Board has discretion to initiate a clawback in the event of a material restatement of the Company’s financial  results.  
  3. Such reforms shall be in place and funded by Fluor for a period of not less than four (4) years from the  Effective Date of the Settlement, unless the reforms conflict with any applicable law(s), rule(s) or regulation(s) (including  of any national securities exchange or interdealer quotation system), or the reasonable exercise of the fiduciary duties of  the Company’s officers or directors. 
  4. Plaintiffs’ Counsel believe that the claims asserted in the Actions have merit and that their investigation  of the evidence supports the claims asserted. Without conceding the merit of any of the Defendants’ defenses, and in light  of the benefits of the Settlement as well as to avoid the potentially protracted time, expense, and uncertainty associated  with continued litigation, including potential trial(s) and appeal(s), Plaintiffs and Plaintiffs’ Counsel have concluded that  it is desirable that the Actions be fully and finally settled in the manner and upon the terms and conditions set forth in this  Stipulation. Plaintiffs and Plaintiffs’ Counsel recognize the significant risk, expense, and length of continued proceedings  necessary to prosecute the Actions against Defendants through trial(s) and through possible appeal(s).  
  5. Plaintiffs’ Counsel have also taken into account the uncertain outcome and the risk of any litigation,  especially complex litigation such as the Actions, the difficulties and delays inherent in such litigation, the cost to Fluor  – on behalf of which Plaintiffs filed the Actions – and distraction to management of Fluor that would result from extended  litigation. Based on their evaluation, and in light of what Plaintiffs’ Counsel believe to be significant benefits conferred  upon Fluor as a result of the Settlement, Plaintiffs and Plaintiffs’ Counsel have determined the Settlement is in the best  interests of Fluor and its stockholders and have agreed to settle the Actions upon the terms and subject to the conditions  set forth herein.  
  6. While Individual Defendants remain confident that the courts would ultimately hold Plaintiffs’ claims in  all of the Actions to be meritless, Defendants recognize the significant risks, expenses, and duration of continued  proceedings to defend against the claims made in the Actions through discovery, trial(s), and possible appeal(s). Those  expenses, risks, and distractions to the Company are exacerbated and complicated by Plaintiffs’ decisions to file the  Actions in multiple forums and jurisdictions across the country. Defendants, therefore, are entering into this Settlement  to eliminate the uncertainty, distraction, disruption, burden, risk, and expense of further litigation, and believe that the  Settlement is in the best interest of the Company and its stockholders.  
  7. The Individual Defendants have each denied and continue to deny that he or she has committed or  attempted to commit any violations of law, any breaches of fiduciary duty owed to Fluor, or any wrongdoing whatsoever,  and expressly maintain, that at all relevant times, he or she acted in good faith and in a manner that he or she reasonably  believed to be in the best interests of Fluor and its stockholders. The Individual Defendants further deny that Plaintiffs,  Fluor, or its stockholders suffered any damage or were harmed as a result of any act, omission, or conduct by the Individual  Defendants as alleged in the Actions or otherwise. The Individual Defendants further assert, among other things, that the  Plaintiffs lack standing to litigate derivatively on behalf of Fluor because Plaintiffs have not yet pleaded, and cannot  properly plead, that a demand on the Board would be futile.  

RELEASES  

  1. Upon the Effective Date, Plaintiffs (acting on their own behalf and/or derivatively on behalf of Fluor),  Fluor, and any Person acting derivatively on behalf of Fluor shall be deemed to have, and by operation of the Judgment  shall have, fully, finally, and forever released, relinquished, discharged and dismissed with prejudice the Released  Stockholder Claims (including Unknown Claims) against the Released Defendant Persons.  
  2. Upon the Effective Date, Plaintiffs (acting on their own behalf and/or derivatively on behalf of Fluor),  Fluor, and any Person acting derivatively on behalf of Fluor, shall be forever barred and enjoined from asserting,  commencing, instituting, or prosecuting any of the Released Stockholder Claims against any Released Defendant Person.  
  3. Pending final determination of whether the Settlement should be approved, no Plaintiff, directly or  derivatively on behalf of Fluor, or other Fluor shareholder, derivatively on behalf of Fluor, may commence or prosecute  against any of the Released Persons any action or proceeding in any court, tribunal, or jurisdiction asserting any of the  Released Claims.  
  4. THE ABOVE DESCRIPTION OF THE PROPOSED TERMS OF SETTLEMENT AND  RELEASES IS A SUMMARY. The complete terms, including the definitions of the Effective Date, Released Defendant  Claims, Released Defendant Persons, Released Stockholder Claims, Released Stockholder Persons, and Unknown Claims,  are set forth in the Stipulation, which is available at www.fluorcorpstockholdersettlement.com. 

Agreed Fee and Expense Amount  

  1. After reaching an agreement in principle, Texas Federal Court Lead Plaintiffs’ Counsel and Defendants’  counsel negotiated in good faith regarding the maximum amount of attorneys’ fees and expenses that Defendants will  agree, subject to approval of the Reviewing Court, to pay to Plaintiffs’ Counsel based upon the benefits conferred upon  Fluor and its stockholders through the settlement of the Actions (the “Fee and Expense Amount”). There was no  negotiation pertaining to Plaintiffs’ Counsel’s claimed fees or expenses prior to the Parties’ agreement on corporate  governance reforms outlined above and that any potential court order(s) relating to Plaintiffs’ Counsel’s claimed fees or  expenses will not affect the binding nature of the material substantive terms of the Settlement.  
  2. Texas Federal Court Lead Plaintiffs’ Counsel and Defendants’ counsel negotiated for a single, maximum  Fee and Expense Amount that encompasses all of Plaintiffs’ attorneys’ claimed fees and expenses in all of the Actions. 

That maximum agreed-upon Fee and Expense Amount is $2,400,000.00 USD. If the Fee and Expense Amount (or a  reduced amount) is approved by the Reviewing Court, Plaintiffs’ Counsel will resolve amongst themselves how to allocate  the Fee and Expense Amount amongst Plaintiffs’ Counsel in the various Actions. As part of this agreement, the Plaintiffs  and their counsel agree not to seek any fees or expenses related to any of the Actions through any other proceeding.  

  1. The Fee and Expense Amount is subject to approval by the Reviewing Court. Any changes by any court  to the negotiated Fee and Expense Amount will not otherwise affect the Finality of the Settlement.  

SETTLEMENT HEARING AND RIGHT TO APPEAR AND OBJECT  

  1. The Court has scheduled a Settlement Hearing, to be held on September 19, 2023 at 2:00 PM, before the  Honorable Judge Brantley Starr at the United States District Court for the Northern District of Texas, 1100 Commerce  Street, Courtroom 1525, Dallas, TX 75242 to consider and determine whether the Judgment should be entered: (i)  approving the terms of the Settlement as fair, reasonable, adequate, and in the best interests of Fluor and its stockholders;  (ii) dismissing with prejudice the Released Claims and the Consolidated Federal Texas Action as defined in the  Stipulation; and (iii) ruling upon Texas Federal Court Lead Plaintiffs’ Counsel’s request for approval of the Fee and  Expense Amount.  
  2. Please Note: The date and time of the Settlement Hearing may change without further written notice  to Current Fluor Stockholders. In order to determine whether the date and time of the Settlement Hearing have  changed, it is important that you monitor the Court’s docket before making any plans to attend the Settlement  Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing  will be posted to that docket.  
  3. Any person who objects to the Settlement, the Judgment to be entered in the litigation, and/or Texas  Federal Court Lead Plaintiffs’ Counsel’s application for attorneys’ fees and expenses and service awards for plaintiffs, or  who otherwise wishes to be heard, may appear in person or by counsel at the Settlement Hearing and request leave of the  Court to present evidence or argument that may be proper and relevant; provided, however, that, except by order of the  Court for good cause shown, no person shall be heard and no papers, briefs, pleadings or other documents submitted by  any person shall be considered by the Court unless not later than fourteen (14) calendar days prior to the Settlement  Hearing such person files with the Court and serves upon counsel listed below: (a) a written notice of intention to appear;  (b) proof of current ownership of Fluor stock, as well as documentary evidence of when such stock ownership was  acquired; (c) a statement of such person’s objections to any matters before the Court, including the Settlement, the  Proposed Judgment, or Texas Federal Court Lead Plaintiffs’ Counsel’s application for attorneys’ fees and expenses and  service awards for plaintiffs; (d) the grounds for such objections and the reasons that such person desires to appear and be  heard, as well as all documents or writings such person desires the Court to consider; (e) a description of any case,  providing the name, court, and docket number, in which the objector or his or her attorney, if any, has objected to a  settlement in the last three years; and (f) include a proof of service signed under penalty of perjury. Such filings shall be  served electronically via the Court’s ECF filing system, by hand, or by overnight mail upon the following counsel:  

Texas Federal Court Lead Plaintiffs’ Counsel:  

Shane P. Sanders  

Robbins LLP  

5060 Shoreham Place, Suite 300  

San Diego, CA 92122  

 -and 

Geoffrey M. Johnson  

Scott+Scott Attorneys at Law  

12434 Cedar Road, Suite 12  

Cleveland Heights, OH 44106  

Defendants’ Counsel:  

Michael L. Raiff  

Gibson, Dunn & Crutcher LLP  

2001 Ross Ave., Ste. 2100  

Dallas, TX 75201  

  1. Unless the Court otherwise directs, no person shall be entitled to object to the approval of the Settlement,  any judgment entered thereon, any award of attorneys’ fees and expenses and service awards for plaintiffs, or otherwise  be heard, except by serving and filing a written objection and supporting papers and documents as prescribed above. Any  person who fails to object in the manner described above shall be deemed to have waived the right to object (including  any right of appeal) and shall be forever barred from raising such objection in this or any other action or proceeding. If  the Court approves the Settlement provided for in the stipulation following the Settlement Hearing, Judgment shall be 

entered substantially in the form attached as Exhibit F to the Stipulation.  

NOTICE TO PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF OF OTHERS 

Brokerage firms, banks and/or other persons or entities who currently hold shares of common stock of Fluor are directed  promptly to send this Notice to all of their respective beneficial owners. If additional copies of the Notice are needed for  forwarding to such beneficial owners, they may be obtained by downloading this information at www.fluorcorpstock  holdersettlement.com, or by requesting the information from Epiq at the below address:  

 Epiq  

 Fluor Stockholder Settlement  

PO Box 4258  

Portland, OR 97208-4258  

ORDER AND FINAL JUDGMENT OF THE COURT  

  1. The Parties will jointly request at the Settlement Hearing that the Court determine and enter the Judgment  concluding that the Settlement is fair, reasonable, adequate, and in the best interests of Fluor and its stockholders. The  requested Judgment shall, among other things:  
  2. Determine that the requirements of Rule 23.1 of the Federal Rules of Civil Procedure and due process  have been satisfied in connection with this Notice;  
  3. Approve the Settlement as fair, reasonable, adequate, and in the best interests of Fluor and its  stockholders;  
  4. Dismiss the Actions with prejudice against all Defendants without costs except as provided in the  Stipulation, and release the Released Claims; and  
  5. Determine whether the agreed Fee and Expense Amount should be approved.  

SCOPE OF THIS NOTICE  

  1. This Notice does not purport to be a comprehensive description of the Actions, the terms of the Settlement,  or the Settlement Hearing. For the full details of the Actions, the claims and defenses which have been asserted by the  parties, and the terms and conditions of the Settlement, including complete copies of the Stipulation, Fluor’s current  stockholders are referred to the documents filed with the Court. You or your attorney may examine the court files during  regular business hours each business day at the office of the Clerk of the Court, United States District Court, 1100  Commerce Street, Room 1452, Dallas, TX 75242.  
  2. If you have questions regarding the Settlement, you may contact Texas Federal Court Lead Plaintiffs’  Counsel:  

Shane P. Sanders  

Robbins LLP  

5060 Shoreham Place, Suite 300  

San Diego, CA 92122  

 -and 

Geoffrey M. Johnson  

Scott+Scott Attorneys at Law  

12434 Cedar Road, Suite 12  

Cleveland Heights, OH 44106  

PLEASE DO NOT CALL OR WRITE THE COURT  

DATE: July 25, 2023 

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