Tutor Perini Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TPC
General Bldg Contractors - Nonresidential Bldgs
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 22, 2024
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2024, Tutor Perini Corporation (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting") at which, upon recommendation of the Company's Board of Directors, the shareholders approved amendments (the "Amendments") to the Company's articles of organization and by-laws to adopt a majority voting standard for uncontested elections of directors, as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024 (the "Proxy Statement"). Under the Amendments, a candidate in an uncontested election of directors will be elected only if the votes cast “for” his or her election exceed the votes cast “against” his or her election. In contested elections, the voting standard will continue to be a plurality of votes cast.
The Amendments became effective upon receipt for filing of the Company's Restated Articles of Organization by the Secretary of the Commonwealth of Massachusetts on May 22, 2024.
The foregoing description of the Amendments is qualified in its entirety by reference to the Company's Restated Articles of Organization, a copy of which is filed as Exhibit 3.1 hereto, and the Company's Fifth Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.2 hereto, both of which are incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted on four proposals as described in the Proxy Statement, and cast their votes as set forth below.
Proposal 1: Election of Directors
The Company's shareholders elected each of the following nine nominees for director to serve until the Company's 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The final voting results for the election of directors were as follows:
| Elected Directors | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Ronald N. Tutor | 36,452,750 | 3,521,827 | 7,246,073 | |||||||||||||||||
| Peter Arkley | 31,917,993 | 8,056,584 | 7,246,073 | |||||||||||||||||
| Jigisha Desai | 35,401,428 | 4,573,149 | 7,246,073 | |||||||||||||||||
| Sidney J. Feltenstein | 36,879,879 | 3,094,698 | 7,246,073 | |||||||||||||||||
| Robert C. Lieber | 31,765,807 | 8,208,770 | 7,246,073 | |||||||||||||||||
| Dennis D. Oklak | 34,442,040 | 5,532,537 | 7,246,073 | |||||||||||||||||
| Raymond R. Oneglia | 35,696,209 | 4,278,368 | 7,246,073 | |||||||||||||||||
| Dale Anne Reiss | 36,406,743 | 3,567,834 | 7,246,073 | |||||||||||||||||
| Shahrokh (“Rock”) Shah | 39,268,860 | 705,717 | 7,246,073 | |||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Auditors
The Company's shareholders ratified the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as independent auditors of the Company for the year ending December 31, 2024. The final voting results on this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 46,555,113 | 640,433 | 25,104 | 0 | |||||||||||||||||
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Proposal 3: Approval on an Advisory (Non-binding) Basis of the Compensation Paid to the Company’s Named Executive Officers
The Company’s shareholders cast their votes with respect to the approval on an advisory (non-binding) basis of the compensation paid to the Company's named executive officers. The final voting results on this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 13,608,327 | 26,077,321 | 288,929 | 7,246,073 | |||||||||||||||||
Proposal 4: Approval of Amendments to the Company's Articles of Organization and By-Laws to Adopt a Majority Voting Standard for Uncontested Elections of Directors
The Company’s shareholders approved amendments to the Company's Amended and Restated Articles of Organization and the Company's Fifth Amended and Restated By-Laws to adopt a majority voting standard for uncontested elections of directors. The final voting results on this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 39,854,071 | 63,201 | 57,305 | 7,246,073 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). | |||||||
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SIGNATURE
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.
| TUTOR PERINI CORPORATION | |||||||||||
| Date: | May 24, 2024 | By: | /s/ Anthony C. Fiore | ||||||||
| Anthony C. Fiore | |||||||||||
| Corporate Secretary | |||||||||||
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