UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

February 28, 2023

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-19655

95-4148514

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer

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 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		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 28, 2023, Tetra Tech, Inc. (“Tetra Tech”) held its annual meeting of stockholders for the following purposes:

	(1)	To elect eight members to its Board of Directors;
	(2)	To approve, on an advisory basis, its named executive officers’ compensation;
	(3)	To indicate, on an advisory basis, the preferred frequency of future advisory votes on its named executive officers’ compensation;
	(4)	To ratify the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for fiscal 2023; and
	(5)	To act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.

The votes cast in connection with such matters were as follows:

Election of Directors:

Name	For		Against		Abstain		Non-Votes
Dan L. Batrack		41,299,090		2,484,248		212,808		3,237,874
Gary R. Birkenbeuel		43,553,704		405,990		36,452		3,237,874
Prashant Gandhi		43,686,819		270,328		38,999		3,237,874
Joanne M. Maguire		43,082,588		877,470		36,088		3,237,874
Christiana Obiaya		43,779,713		179,819		36,614		3,237,874
Kimberly E. Ritrievi		43,776,110		183,403		36,633		3,237,874
J. Kenneth Thompson		38,744,530		5,188,157		63,459		3,237,874
Kirsten M. Volpi		43,252,308		707,168		36,670		3,237,874

Advisory Resolution Regarding Executive Compensation:

For				Against				Abstain				Non-Votes
	41,745,090				2,191,388				59,668				3,237,874

Preferred Frequency of Advisory Votes on Executive Compensation:

One Year				Two Years				Three Years				Abstain
	43,004,509				15,569				937,102				38,966

Appointment of PricewaterhouseCoopers LLP:

For				Against				Abstain				Non-Votes⁽¹⁾
	46,552,759				638,444				42,817				--

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

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 3, 2023	By:	/s/ Dan L. Batrack
		Dan L. Batrack
		Chairman and Chief Executive Officer