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URS > SEC Filings for URS > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for URS CORP /NEW/

Form 8-K for URS CORP /NEW/


3-Jun-2014

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 28, 2014, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of URS Corporation ("URS") determined that URS will pay Martin M. Koffel, Chairman and Chief Executive Officer of URS, certain supplemental compensation in lieu of the grant of any further equity awards by URS to Mr. Koffel and in light of the fact that all of the equity awards previously granted by URS to Mr. Koffel had either fully vested or terminated as of May 1, 2014. The Committee and Mr. Koffel agreed to the terms of such supplemental compensation pursuant to a letter agreement dated June 2, 2014 (the "Letter Agreement"). The amount of such supplemental compensation will be equal to $12,323 for each day that Mr. Koffel continues to serve as URS's Chief Executive Officer from June 2, 2014 through December 31, 2014. Such amount will be paid to Mr. Koffel in a lump sum in cash, subject to standard withholdings, promptly following Mr. Koffel's ceasing for any reason to be the URS's Chief Executive Officer.

The foregoing description of the supplemental compensation to be paid to Mr. Koffel is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.



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

At the 2014 Annual Meeting of Stockholders of URS, held on May 29, 2014, the following proposals were adopted by a final vote of URS's 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.

                                                                                             Broker
                                               For            Against        Abstain       Non-Votes
Diane C. Creel                               59,952,016         512,175        59,931        3,716,244
Mickey P. Foret                              52,485,168       7,844,424       194,530        3,716,244
Senator William H. Frist, M.D.               60,017,060         439,192        67,870        3,716,244
Lydia H. Kennard                             59,399,370       1,056,666        68,086        3,716,244
Martin M. Koffel                             58,026,689       2,316,833       180,600        3,716,244
Timothy R. McLevish                          53,805,962       6,648,102        70,058        3,716,244
General Joseph W. Ralston, USAF (Ret.)       53,784,522       6,682,123        57,477        3,716,244
John D. Roach                                52,530,711       7,923,145        70,266        3,716,244
William H. Schumann, III                     59,937,132         514,799        72,191        3,716,244
David N. Siegel                              60,000,064         461,802        62,256        3,716,244
Douglas W. Stotlar                           60,045,960         413,898        64,264        3,716,244
V. Paul Unruh                                59,911,237         539,343        73,542        3,716,244

2. The stockholders voted to ratify the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as URS' independent registered public accounting firm for the 2014 fiscal year.

Number of Shares

For                        62,397,348
Against                     1,764,433
Abstain                        78,585
Broker Non-Votes                    0

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

Number of Shares
For                        58,049,204
Against                     2,402,694
Abstain                        72,224
Broker Non-Votes            3,716,244




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
  99.1          Letter Agreement, dated June 2, 2014, by and between Martin M.
              Koffel and URS Corporation.


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