Tutor Perini Corp 8-K, filed May 22, 2020
Tutor Perini Corp (TPC)
About this 8-K
Tutor Perini Corp filed this 8-K on May 22, 2020, reporting on events of May 20, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Tutor Perini Corporation (the “Company”) was held on May 20, 2020. At the Annual Meeting, the Company’s shareholders voted on four proposals as described in the Proxy Statement, as supplemented, and cast their votes as set forth below.
Proposal 1: Election of Directors
The Company’s shareholders elected each of the following 11 nominees for director to serve a one-year term expiring at the Company's 2021 Annual Meeting of Shareholders. The votes cast in the election of directors were as follows:
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Elected Directors |
| Votes For |
| Votes Withheld |
| Broker Non-Votes |
Ronald N. Tutor |
| 27,459,552 |
| 14,250,831 |
| 4,308,319 |
Peter Arkley |
| 14,716,543 |
| 26,993,840 |
| 4,308,319 |
Sidney J. Feltenstein |
| 24,991,334 |
| 16,719,049 |
| 4,308,319 |
James A. Frost |
| 27,622,803 |
| 14,087,580 |
| 4,308,319 |
Michael F. Horodniceanu |
| 25,092,867 |
| 16,617,516 |
| 4,308,319 |
Michael R. Klein |
| 14,510,316 |
| 27,200,067 |
| 4,308,319 |
Robert C. Lieber |
| 20,600,080 |
| 21,110,303 |
| 4,308,319 |
Dennis D. Oklak |
| 25,093,464 |
| 16,616,919 |
| 4,308,319 |
Raymond R. Oneglia |
| 22,141,294 |
| 19,569,089 |
| 4,308,319 |
Dale Anne Reiss |
| 24,489,255 |
| 17,221,128 |
| 4,308,319 |
Dickran M. Tevrizian, Jr. |
| 22,646,534 |
| 19,063,849 |
| 4,308,319 |
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, 2020. Voting results on this matter were as follows:
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Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
45,179,360 |
| 798,946 |
| 40,396 |
| 0 |
Proposal 3: Advisory (Non-binding) Vote to Approve Tutor Perini’s Named Executive Officer Compensation
The Company’s shareholders cast their votes with respect to the advisory (non-binding) vote to approve named executive officer compensation as set forth below:
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Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
14,149,053 |
| 26,994,620 |
| 566,710 |
| 4,308,319 |
Proposal 4: Approval of Amendment to Restated Articles of Organization
The Company’s shareholders approved an amendment to the Company’s Restated Articles of Organization, as amended, to increase the number of authorized shares of the Company’s common stock from 75,000,000 to 112,500,000. Voting results on this matter were as follows:
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Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
44,176,381 |
| 1,121,008 |
| 721,313 |
| 0 |
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.
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| TUTOR PERINI CORPORATION | |
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Date: May 22, 2020 | By: | /s/ Gary G. Smalley |
| Gary G. Smalley | |
| Executive Vice President and Chief Financial Officer | |