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8-K

Tetra Tech Inc (TTEK)

8-K 2024-03-01 For: 2024-02-29
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 29, 2024

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware 0-19655 95-4148514
(State or other jurisdiction<br> of incorporation) (Commission<br><br>File Number) (IRS Employer<br><br> <br>Identification Number)

3475 East Foothill Boulevard, Pasadena,California 91107

(Address of principal executive office, including zip code)

(626) 351-4664

(Registrant’s telephone number, including area code)

Not Applicable

(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:

¨ Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 TTEK The Nasdaq Stock Market LLC

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.

On February 29, 2024, Tetra Tech, Inc. (“Tetra Tech”) held its annual meeting of stockholders for the following purposes:

(1) To elect seven members to its Board of Directors;
(2) To vote on an advisory resolution to approve its named executive officers’ compensation;
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(3) To ratify the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting<br>firm for fiscal 2024; and
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(4) To act upon such other matters as may properly come before the meeting or any adjournments or postponements<br>thereof.
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The votes cast in connection with such matters were as follows:

Election of Directors:

Name For Against Abstain Non-Votes
Dan L. Batrack 41,952,308 1,429,335 1,064,637 3,034,023
Gary R. Birkenbeuel 42,835,884 1,576,025 34,371 3,034,023
Prashant Gandhi 43,625,092 786,186 35,002 3,034,023
Joanne M. Maguire 42,956,863 1,456,202 33,215 3,034,023
Christiana Obiaya 43,306,637 1,105,767 33,876 3,034,023
Kimberly E. Ritrievi 43,798,341 613,034 34,905 3,034,023
Kirsten M. Volpi 42,105,304 2,307,713 33,263 3,034,023

Advisory Resolution Regarding ExecutiveCompensation:

For Against Abstain Non-Votes
41,317,469 3,080,258 48,553 3,034,023

Appointment of PricewaterhouseCoopersLLP:

For Against Abstain Non-Votes^(1)^
44,935,429 2,496,660 48,214 --

^(1)^ This proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Tetra Tech has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TETRA TECH, INC.
Date:     March 1,<br> 2024
By: /s/ Dan L. Batrack
Dan L. Batrack
Chairman and Chief Executive Officer
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