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 14, 2021

GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its 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):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	GVA	New York Stock Exchange

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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2021, Jigisha Desai and Granite Construction Incorporated (the “Company”) entered into a Separation and Transition Agreement (the “Agreement”). Pursuant to this Agreement, Ms. Desai will (1) remain an employee of the Company and continue to serve as Executive Vice President and Chief Strategy Officer through December 6, 2021 (the “Separation Date”) and until the Separation Date, continue to receive her annual base salary at the rate in effect immediately prior to entering into the Agreement, (2) resign as Executive Vice President and Chief Strategy Officer and cease to be an employee of the Company as of the Separation Date, (3) receive a one-time lump sum payment of $729,600, (4) remain eligible to receive her 2021 Annual Incentive Plan award based on actual results, (5) remain eligible to receive a payout under her long term incentive plan awards based on actual results through the end of the applicable performance period and pro-rated for her service through the Separation Date, payable in cash, (6) receive a payment equal to 18 months of COBRA premiums and (7) receive 90 days of executive transition support services. The Agreement also contains customary non-disparagement, cooperation and general release and waiver provisions.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
10.1	Separation and Transition Agreement, dated November 14, 2021 by and between the Company and Ms. Desai
104	Cover Page Interactive Data File (formatted as Inline XBRL)

2

SIGNATURES

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/ M. Craig Hall
	M. Craig Hall
	Senior Vice President, General Counsel and Secretary

Date: November 15, 2021