Granite Construction Incorporated filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$GVA
Military/Government/Technical
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2024
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (831 ) 724-1011
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
Following the conclusion of the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Granite Construction Incorporated (the “Company”), on June 5, 2024, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Carlos Hernandez as a director. Mr. Hernandez joined the class of directors whose terms expire at the Company’s 2026 Annual Meeting of Stockholders. Mr. Hernandez will serve on the Company’s Nominating and Corporate Governance Committee and Risk Committee.
The Board has determined that Mr. Hernandez meets the independence requirements of the listing standards of the New York Stock Exchange.
As a non-employee director, Mr. Hernandez will receive compensation in the same manner as the Company’s other non-employee directors, which director compensation program is described under “Executive and Director Compensation and Other Matters” in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 25, 2024 (the “2024 Proxy Statement”).
The Company will enter into its standard form of Indemnification Agreement (the “Indemnification Agreement”) with Mr. Hernandez. The Company’s form of Indemnification Agreement is attached hereto as Exhibit 10.1.
There are no arrangements or understandings between Mr. Hernandez and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Hernandez that would be required to be reported under Item 404(a) of Regulation S-K.
Granite Construction Incorporated 2024 Equity Incentive Plan
The Compensation Committee recommended that the Board approve the Granite Construction Incorporated 2024 Equity Incentive Plan (the “2024 Plan”) on April 2, 2024. On April 3, 2024, the Board approved and adopted the 2024 Plan, subject to the approval of the 2024 Plan by the Company’s stockholders, and directed that the matter be submitted to the Company’s stockholders for their approval. On June 5, 2024 the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders approved the 2024 Plan, as more specifically described in Item 5.07 below.
The material terms and conditions of the 2024 Plan are described in the Company’s 2024 Proxy Statement. This description is qualified in its entirety by reference to the full text of the 2024 Plan, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Under the 2024 Plan, the Company may grant awards of stock options, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards. The forms of award agreements for certain of these awards are attached hereto as Exhibits 10.3, 10.4 and 10.5.
Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
The Company held its Annual Meeting on June 5, 2024. A total of 39,019,889 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing 88.37% of the Company’s shares outstanding as of the April 12, 2024 record date. The final results of voting on each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows:
1. | The election of three director nominees for a term set to expire at the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified: | ||||
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
Molly C. Campbell | 34,868,856 | 866,255 | 32,354 | 3,252,424 | ||||||||||
Michael F. McNally | 35,048,199 | 684,879 | 34,387 | 3,252,424 | ||||||||||
Laura M. Mullen | 35,041,926 | 693,159 | 32,380 | 3,252,424 | ||||||||||
2. | Advisory vote on the compensation of the Company’s named executive officers: | ||||
For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,695,972 | 5,978,183 | 93,310 | 3,252,424 | ||||||||
| 3. | To approve the Granite Construction Incorporated 2024 Equity Incentive Plan: | ||||
For | Against | Abstain | Broker Non-Votes | ||||||||
| 34,637,671 | 1,051,936 | 77,858 | 3,252,424 | ||||||||
4. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024: | ||||
For | Against | Abstain | ||||||
| 37,551,851 | 1,414,139 | 53,899 | ||||||
5. | To vote on a stockholder proposal regarding a report on the I-80 South Quarry Project: | ||||
For | Against | Abstain | Broker Non-Votes | ||||||||
| 6,390,200 | 29,049,519 | 327,746 | 3,252,424 | ||||||||
Pursuant to the foregoing votes, Ms. Campbell, Mr. McNally and Ms. Mullen were elected to serve on the Company’s Board of Directors for a term set to expire at the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, the compensation of the Company’s named executive officers was approved on an advisory basis, the 2024 Plan was approved, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified and the stockholder proposal regarding a report on the I-80 South Quarry Report was not approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRANITE CONSTRUCTION INCORPORATED | ||||||||
| By: | /s/ M. Craig Hall | |||||||
| M. Craig Hall | ||||||||
Senior Vice President, General Counsel and Secretary | ||||||||
Date: June 6, 2024