Summary of URS CORP /NEW/ - Yahoo! Finance

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secu

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 24, 2012 our Board of Directors, upon the recommendation of its Board Affairs Committee, adopted an amendment to our 2008 Equity Incentive Plan ("2008 Plan") to increase non-executive directors' quarterly stock awards from $28,750 to $31,250. The foregoing description of the 2008 Plan is qualified in its entirety by reference to the 2008 Plan, as amended, which is being filed as Exhibit 10.1 to this Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on May 24, 2012, the following proposals were adopted by a final vote of our stockholders:

1. The stockholders voted to approve the election of the following directors by the votes set forth below to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier deaths, resignations or removal.

                                   For      Against  Abstain Broker Non-Vote
Mickey P. Foret                 64,274,543  369,083  38,124     3,896,128
Senator William H. Frist        64,262,311  383,144  36,295     3,896,128
Lydia H. Kennard                64,271,807  373,628  36,315     3,896,128
Donald R. Knauss                64,087,119  559,100  35,531     3,896,128
Martin M. Koffel                61,370,788 3,268,266 42,696     3,896,128
General Joseph W. Ralston, USAF 63,550,932 1,096,269 34,549     3,896,128
John D. Roach                   63,496,706 1,140,180 44,864     3,896,128
Douglas W. Stotlar              63,559,076 1,085,594 37,080     3,896,128
William P. Sullivan             63,163,745 1,473,415 44,590     3,896,128

2. The stockholders voted to ratify the selection by the Audit Committee of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our 2012 fiscal year.

Number of Shares

For                        66,162,410
Against                     2,363,132
Abstain                        52,336
Broker Non-Votes                    -

3. The stockholders voted to approve, on an advisory basis, the compensation of our named executive officers.

Number of Shares

For                        53,278,797
Against                    11,331,245
Abstain                        71,708
Broker Non-Votes            3,896,128

4. The stockholders voted against a stockholder proposal entitled "executives to retain significant stock."

Number of Shares

For                        22,561,900
Against                    41,844,331
Abstain                       275,519
Broker Non-Votes            3,896,128