Document


 

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 9, 2016
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in 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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 





Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on June 9, 2016. A total of 37,772,830 shares of the Company’s common stock were present or represented by proxy at the meeting, representing approximately 95.45% of the Company’s shares outstanding as of the April 12, 2016 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 (3) director nominees to serve for the ensuing three-year term and until their successors are elected and qualified:
Nominee
For
Against
Abstain
Broker Non-Votes
William G. Dorey
34,495,276
130,194
105,135
3,042,225
William H. Powell
34,281,529
300,960
148,116
3,042,225
Claes G. Bjork
34,064,263
540,105
126,237
3,042,225
The ratification of the directorship of Michael F. McNally appointed by the Board on February 10, 2016:
For
Against
Abstain
Broker Non-Votes
34,496,962
74,052
159,591
3,042,225


2.
Advisory vote on the compensation of the Company’s named executive officers:
For
Against
Abstain
Broker Non-Votes
34,367,346
261,545
101,714
3,042,225


3.
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016:
For
Against
Abstain
 
37,504,500
208,445
59,885
 
Pursuant to the foregoing votes, the three (3) director nominees listed above were elected to serve on the Company’s Board of Directors for the ensuing three-year term and until their successors are duly elected, the directorship of one (1) director appointed by the Board on February 10, 2016 was ratified, the compensation of the named executive officers was approved on an advisory basis, and the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm was ratified.


[Signature page follows.]






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.

GRANITE CONSTRUCTION INCORPORATED

By:    /s/ Richard A. Watts                
Richard A. Watts
Senior Vice President, General Counsel
and Secretary

Date: June 14, 2016