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): November 3, 2010
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 5.02. |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 3, 2010, the Board of Directors of Granite Construction Incorporated (the
“Company”) appointed Laurel J. Krzeminski as Vice President and Chief Financial Officer. In this
position, Ms. Krzeminski will continue to serve as the Company’s principal financial officer and
principal accounting officer. Ms. Krzeminski, age 56, had been serving as interim Chief Financial
Officer since June 1, 2010. Ms. Krzeminski joined the Company in July 2008 as Vice President and
Corporate Controller. From 1993 to 2007, she served in various corporate and operational finance
positions with The Gillette Company (acquired by The Procter & Gamble Company in 2005), including
finance director for the Duracell and Braun North American business units. In this role, Ms.
Krzeminski was responsible for the successful integration of all financial business systems and
processes, along with the relocation of the finance business unit operations during Gillette’s
transition to Proctor & Gamble. Ms. Krzeminski also served as the director of Gillette’s
Sarbanes-Oxley Section 404 Compliance program and Gillette’s director of corporate financial
reporting, director of the worldwide invoicing center, and controller for two subsidiary
businesses. Her experience also includes several years in public accounting with an international
accounting firm.
In connection with Ms. Krzeminski’s appointment, her compensation package was adjusted to:
(i) increase her annual base salary from $240,000 to $350,000, effective November 3, 2010; (ii)
increase her maximum annual incentive opportunity for 2010 under the Company’s Annual Incentive
Plan from $75,000 to $97,500; and (iii) increase her maximum incentive opportunity for 2010 under
the Company’s Long-Term Incentive Compensation Plan (“LTIP”) from $150,000 to $208,333. Any awards
under the LTIP will be paid in restricted stock units. Ms. Krzeminski also participates in the
Granite Construction Key Management Deferred Compensation Plan II and the Executive Retention and
Severance Plan and receives a vehicle allowance of $1,000 per month.
A copy of the press release announcing Ms. Krzeminski’s appointment is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
|
|
| Item 9.01. |
|
Financial Statements and Exhibits. |
(d) Exhibits:
| |
|
|
|
|
| Exhibit |
|
|
| Number |
|
Description |
| |
99.1 |
|
|
Press Release, dated November 9, 2010. |
2