Granite Construction Appoints New Directors, Changes Committee Chairs

Ticker: GVA · Form: 8-K · Filed: Jun 6, 2024 · CIK: 861459

Granite Construction INC 8-K Filing Summary
FieldDetail
CompanyGranite Construction INC (GVA)
Form Type8-K
Filed DateJun 6, 2024
Risk Levellow
Pages4
Reading Time5 min
Key Dollar Amounts$0.01
Sentimentneutral

Sentiment: neutral

Topics: board-changes, executive-appointments, governance

Related Tickers: GVA

TL;DR

Granite Construction adds two new directors, Schanzer chairs Audit Committee.

AI Summary

Granite Construction Inc. announced on June 5, 2024, changes in its board of directors and executive compensation. Specifically, it elected two new directors, Ms. Laura L. Peterson and Mr. David G. Schanzer, to its Board, effective immediately. The company also announced the appointment of Mr. Schanzer as the Chair of the Audit Committee and a member of the Compensation Committee.

Why It Matters

Changes in board composition and committee leadership can signal shifts in strategic direction or governance focus for the company.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board and committee appointments, with no immediate financial implications.

Key Players & Entities

FAQ

Who were the new directors elected to Granite Construction's Board?

Ms. Laura L. Peterson and Mr. David G. Schanzer were elected to the Board of Directors.

When were the new directors' appointments effective?

The appointments were effective immediately as of June 5, 2024.

What committee will Mr. David G. Schanzer chair?

Mr. Schanzer will chair the Audit Committee.

What other committee will Mr. Schanzer be a member of?

Mr. Schanzer will also be a member of the Compensation Committee.

What is the principal executive office address for Granite Construction Inc.?

The address is 585 West Beach Street, Watsonville, California 95076.

Filing Stats: 1,211 words · 5 min read · ~4 pages · Grade level 11.1 · Accepted 2024-06-06 16:10:44

Key Financial Figures

Filing Documents

07

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 LL

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Form of Amended and Restated Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2002) 10.2 Granite Construction Incorporated 2024 Equity Incentive Plan 10.3 Form of Non-Employee Director Restricted Stock Unit Agreement 10.4 Form of Employee Service Award Restricted Stock Unit Agreement 10.5 Form of Employee LTIP Award Restricted Stock Unit Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

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