gva-20230608000086145912-31false00008614592023-06-082023-06-08
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): June 8, 2023
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
Delaware (State or Other Jurisdiction
of Incorporation) | 1-12911 (Commission
File Number) | 77-0239383 (IRS Employer
Identification No.) |
585 West Beach Street
Watsonville, California 95076
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (831) 724-1011
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | GVA | New York Stock Exchange |
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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting of Shareholders held on June 8, 2023 (the “Annual Meeting”), the shareholders of Granite Construction Incorporated (the “Company”) approved an amendment to the Company’s Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (the “Exculpation Amendment”).
On June 8, 2023, the Company filed the Exculpation Amendment with the Delaware Secretary of State, which became effective on filing. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Exculpation Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June 8, 2023. A total of 40,216,356 shares of the Company’s common stock were present or represented by proxy at the meeting, representing 91.65% of the Company’s shares outstanding as of the April 12, 2023 record date. The final results of voting on each of the matters submitted to a vote of the shareholders at the Annual Meeting are as follows:
| | | | | |
| 1. | The election of three director nominees for a term set to expire at the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified: |
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| David C. Darnell | 32,422,086 | 3,796,057 | 23,427 | 3,974,786 |
| Kyle T. Larkin | 35,925,155 | 287,574 | 28,841 | 3,974,786 |
| Celeste B. Mastin | 31,387,538 | 4,728,466 | 125,566 | 3,974,786 |
| | | | | |
| 2. | Advisory vote on the compensation of the Company’s named executive officers: |
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 35,767,661 | 413,975 | 59,934 | 3,974,786 |
| | | | | |
| 3. | Advisory vote on the frequency of holding an advisory vote on the compensation of the Company’s named executive officers: |
| | | | | | | | | | | | | | |
Every One Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes |
| 34,253,454 | 181,674 | 1,669,945 | 136,497 | 3,974,786 |
| | | | | |
| 4. | Proposal to approve the Exculpation Amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer: |
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 31,957,311 | 4,217,493 | 66,766 | 3,974,786 |
| | | | | |
| 5. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: |
| | | | | | | | |
| For | Against | Abstain |
| 38,638,958 | 1,531,859 | 45,539 |
Pursuant to the foregoing votes, Mr. Darnell, Mr. Larkin and Ms. Mastin were elected to serve on the Company’s Board for a term set to expire at the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified, the compensation of the Company’s named executive officers was approved on an advisory basis, the Exculpation Amendment was approved and the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified. A majority of the shares that voted on the proposal regarding the frequency of holding an advisory vote on the compensation of the Company’s named executive officers voted for a frequency of every year. Based on the results of this advisory vote, the Company will hold an advisory shareholder vote on the compensation of the Company’s named executive officers each year until the next vote on the frequency of such votes.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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 9, 2023
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GRANITE CONSTRUCTION INCORPORATED
Granite Construction Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (herein the “Corporation”), does hereby certify:
FIRST: that at a meeting of the Board of Directors of the Corporation held on April 5, 2023 resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation (a) declaring said amendment advisable and in the best interest of the Corporation and its stockholders and (b) directing that the proposed amendment be considered by the stockholders of the Corporation at the next annual meeting of stockholders.
SECOND: that the Certificate of Incorporation of the Corporation be amended by adding a new Article THIRTEENTH that reads as follows:
THIRTEENTH: Elimination of Monetary Liability for Officers. No officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as an officer. Notwithstanding the foregoing sentence, an officer shall be liable to the extent provided by applicable law: (A) for any breach of the officer’s duty of loyalty to the Corporation or its stockholders, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) for any transaction from which such officer derived an improper personal benefit, or (D) in any action by or in the right of the Corporation. Solely for purposes of this Article THIRTEENTH, “officer” shall have the meaning provided in Section 102(b)(7) of the General Corporation Law of the State of Delaware as currently in effect and as it may hereafter be amended.
Any repeal or modification of the foregoing provisions of this Article THIRTEENTH by the stockholders of the Corporation shall not adversely affect any right or protection of an officer of the Corporation existing at the time of such repeal or modification.
The affirmative vote of the holders of at least 66-2/3 percent of the combined voting power of the outstanding shares of stock of all classes and series of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal or adopt any provision inconsistent with this Article THIRTEENTH.
THIRD: that pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and held on June 8, 2023, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
FOURTH: that said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by M. Craig Hall, the Secretary of the Corporation, on this 8th day of June 2023.
By: /s/ M. Craig Hall
M. Craig Hall
Secretary