Tetra Tech Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On February 19, 2026, following the annual meeting of stockholders of Tetra Tech, Inc. (the “Company”) discussed in Item 5.07 below, the Board of Directors of the Company (the “Board”) appointed Roger R. Argus as a member of the Board, effective immediately. The appointment was made in connection with Mr. Argus’ previously announced promotion to Chief Executive Officer of the Company. The Board will consist of seven members, including Mr. Argus. Mr. Argus will not serve on any committee of the Board.
Mr. Argus joined the Company more than 30 years ago, and has held increasingly responsible positions, culminating in Chief Executive Officer in February 2026. He has served as President since October 2025. He previously served as Executive Vice President, Corporate Development from November 2024 to October 2025, and President, Commercial/International Services Group from October 2023 to October 2025. Prior to this, Mr. Argus served as Senior Vice President and President, Government Services Group from October 2018 to October 2024, and President, U.S. Government Division from October 2017 to November 2024. During his tenure with the Company, he also has served as project and program manager and business unit leader.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 19, 2026, the Company held its annual meeting of stockholders for the following purposes:
| (1) | To elect six members to its Board of Directors; | |
| (2) | To vote on an advisory resolution to approve its named executive officers’ compensation; | |
| (3) | To approve an amendment to its Employee Stock Purchase Plan; | |
| (4) | To ratify the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for fiscal 2026; and | |
| (5) | To act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. |
The votes cast in connection with such matters were as follows:
Election of Directors:
| Name | For | Against | Abstain | Non-Votes | ||||
| Dan L. Batrack | 207,604,830 | 8,910,065 | 165,833 | 15,787,396 | ||||
| Gary R. Birkenbeuel | 209,301,678 | 7,205,550 | 173,500 | 15,787,396 | ||||
| Jeffrey R. Feeler | 211,692,635 | 4,862,434 | 125,659 | 15,787,396 | ||||
| Prashant Gandhi | 188,693,342 | 27,760,069 | 227,317 | 15,787,396 | ||||
| M. Susan Hardwick | 212,525,040 | 3,977,286 | 178,402 | 15,787,396 | ||||
| Kirsten M. Volpi | 201,215,963 | 15,298,587 | 166,178 | 15,787,396 |
Advisory Resolution Regarding Executive Compensation:
| For | Against | Abstain | Non-Votes | |||
| 199,849,461 | 15,768,160 | 1,063,107 | 15,787,396 |
Amendment to the Employee Stock Purchase Plan:
| For | Against | Abstain | Non-Votes | |||
| 215,423,810 | 1,163,398 | 93,520 | 15,787,396 |
Appointment of PricewaterhouseCoopers LLP:
| For | Against | Abstain | Non-Votes(1) | |||
| 212,448,506 | 19,813,032 | 206,586 | -- |
(1) This proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Tetra Tech has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TETRA TECH, INC. | ||
| Date: February 20, 2026 | By: | /s/ Dan L. Batrack |
| Dan L. Batrack | ||
| Executive Chairman | ||
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