Tutor Perini Corp 8-K, filed May 19, 2023
Tutor Perini Corp (TPC)
8-K
2023-05-19
For: 2023-05-17
View Original
Added on
April 10, 2026
About this 8-K
Tutor Perini Corp filed this 8-K on May 19, 2023, reporting on events of May 17, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 17, 2023
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices, and Zip Code)
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Tutor Perini Corporation (the “Company”) was held on May 17, 2023. 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 10 nominees for director to serve a one-year term expiring at the Company's 2024 Annual Meeting of Shareholders. The votes cast in the election of directors were as follows:
| Elected Directors | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Ronald N. Tutor | 23,082,823 | 15,998,347 | 7,209,749 | |||||||||||||||||
| Peter Arkley | 12,430,441 | 26,650,729 | 7,209,749 | |||||||||||||||||
| Jigisha Desai | 23,088,576 | 15,992,594 | 7,209,749 | |||||||||||||||||
| Sidney J. Feltenstein | 23,385,884 | 15,695,286 | 7,209,749 | |||||||||||||||||
| Michael F. Horodniceanu | 12,790,992 | 26,290,178 | 7,209,749 | |||||||||||||||||
| Michael R. Klein | 12,557,413 | 26,523,757 | 7,209,749 | |||||||||||||||||
| Robert C. Lieber | 12,160,401 | 26,920,769 | 7,209,749 | |||||||||||||||||
| Dennis D. Oklak | 23,393,433 | 15,687,737 | 7,209,749 | |||||||||||||||||
| Raymond R. Oneglia | 16,273,895 | 22,807,275 | 7,209,749 | |||||||||||||||||
| Dale Anne Reiss | 23,060,862 | 16,020,308 | 7,209,749 | |||||||||||||||||
Proposal 2: Ratification of Appointment of Auditors
The Company's shareholders ratified the selection of Deloitte & Touche LLP, independent registered public accountants, as auditors of the Company for the year ending December 31, 2023. Voting results on this matter were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 45,500,701 | 644,406 | 145,812 | 0 | |||||||||||||||||
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 as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 11,757,223 | 27,234,044 | 89,903 | 7,209,749 | |||||||||||||||||
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company’s shareholders cast their votes with respect to the advisory vote on the frequency of future advisory votes on executive compensation as set forth below:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 35,771,659 | 43,786 | 3,120,044 | 145,681 | 7,209,749 | ||||||||||||||||||||||
In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its shareholders.
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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 19, 2023 | By: | /s/ Anthony C. Fiore | ||||||||
| Anthony C. Fiore | |||||||||||
| Corporate Secretary | |||||||||||
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