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): February 8, 2017
GRANITE
CONSTRUCTION INCORPORATED
(Exact
Name of Registrant as Specified in Charter)
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Delaware |
1-12911 |
77-0239383 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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585 West Beach Street |
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(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))
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 8, 2017, the Board of Directors (the “Board”) of Granite Construction Incorporated (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, elected David C. Darnell, Patricia D. Galloway and Celeste B. Mastin as new directors, effective February 8, 2017. Mr. Darnell and Ms. Mastin join the class of directors whose terms expire at the Company’s 2017 Annual Meeting of Shareholders, and Ms. Galloway joins the class of directors whose terms expire at the Company’s 2019 Annual Meeting of Shareholders. Mr. Darnell will serve on the Company’s Audit/Compliance Committee and Executive Committee. Ms. Galloway will serve on the Company’s Audit/Compliance Committee and Executive Committee. Ms. Mastin will serve on the Company’s Nominating and Corporate Governance Committee and Compensation Committee.
The Board has determined that Mr. Darnell, Ms. Galloway and Ms. Mastin meet the independence requirements of the listing standards of the New York Stock Exchange.
As non-employee directors, Mr. Darnell, Ms. Galloway and Ms. Mastin will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2016.
The Company will enter into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Darnell, Ms. Galloway and Ms. Mastin. The Indemnification Agreement is in the same form as the indemnification agreement for directors that the Company previously filed with the SEC as Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2002.
There are no arrangements or understandings between Mr. Darnell, Ms. Galloway and Ms. Mastin and any other person pursuant to which he or she was elected as a director. There are no transactions involving Mr. Darnell, Ms. Galloway and Ms. Mastin that would be required to be reported under Item 404(a) of Regulation S-K.
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Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are attached hereto and furnished herewith:
|
Exhibit |
Description |
| 99.1 | Press Release of the Company, dated February 10, 2017 |
[Signature page follows.]
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.
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GRANITE CONSTRUCTION INCORPORATED |
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By: |
/s/ Richard A. Watts |
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Richard A. Watts |
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Senior Vice President, General Counsel |
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and Secretary |
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Date: |
February 10, 2017 |
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INDEX TO EXHIBITS
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Exhibit |
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| 99.1 |
Press Release of the Company, dated February 10, 2017 |
4
Exhibit 99.1
Granite Appoints Three New Members to Board of Directors
WATSONVILLE, Calif.--(BUSINESS WIRE)--February 10, 2017--Granite Construction Incorporated (NYSE:GVA) announced today that its board of directors has appointed three new directors.
David C. Darnell, former vice chairman of Global Wealth & Investment Management at Bank of America Corporation; Dr. Patricia D. Galloway, CEO of Pegasus-Global Holdings, Inc.; and Celeste B. Mastin, CEO of Distribution International, Inc., has joined Granite’s Board of Directors, effective Wednesday, February 8, 2017. These appointments increase the number of Granite directors from eight to 11 as part of the Company’s board succession plan.
“We are very pleased to be able to welcome these three highly experienced business leaders to our team,” said William H. Powell, Granite Chairman of the Board. “David, Patricia and Celeste bring a great deal of strategic and operational leadership and expertise to our already outstanding board. Their unique backgrounds and depth of experience will prove to be invaluable as we continue building value for our shareholders and support the Company’s execution of its strategic plan.”
With their addition to the board, Darnell is a member of the Audit/Compliance and Executive Committees, Galloway is a member of the Audit/Compliance and Executive Committees, and Mastin is a member of the Nominating & Corporate Governance and Compensation Committees.
About David C. Darnell
David Darnell has held various leadership positions since joining Bank of America Corporation in 1979, most recently serving as vice chairman of Global Wealth & Investment Management from 2014 to 2015. He served as its co-chief operating officer from 2011 and president of Global Commercial Banking from 2005 to 2011.
Darnell currently serves on the boards of Watsco, Inc. and the Museum of the American Revolution. He holds an undergraduate degree from Wake Forest University and an MBA from the University of North Carolina at Chapel Hill.
About Dr. Patricia D. Galloway
Dr. Patricia D. Galloway currently serves as CEO of Pegasus-Global Holdings, Inc., where she has overseen all aspects of the firm's risk management, management consulting and strategic consulting business services since 2008. Prior to her tenure at Pegasus-Global Holdings, Inc., Dr. Galloway spent 17 years with the Nielsen-Wurster Group, Inc. where she held a number of positions, including CEO and principal and president and CFO.
Dr. Galloway holds a Ph.D. in Infrastructure Systems Engineering (Civil) from Kochi University of Technology in Japan, an MBA from the NY Institute of Technology and a bachelor’s degree in civil engineering, specializing in structural design and construction management, from Purdue University.
About Celeste B. Mastin
Celeste B. Mastin has served as CEO of Distribution International, Inc., a supplier of thermal and mechanical insulation, safety equipment and environmental products, since 2013. From 2008 to 2011, she served as chief executive officer and in 2007 served as chief operating officer of MMI Products, Inc., a wire products manufacturer and distributor of concrete accessories, concrete reinforcement and fencing. Prior to MMI Products, Mastin held a variety of positions related to the chemical and building products industries. She currently serves on the boards of Yield10 Bioscience and Distribution International, Inc.
Mastin holds a bachelor's degree in chemical engineering from Washington State University and an MBA from the University of Houston.
About Granite
Through its offices and subsidiaries nationwide, Granite Construction Incorporated (NYSE:GVA) is one of the nation’s largest infrastructure contractors and construction materials producers. Granite specializes in complex infrastructure projects, including transportation, industrial and federal contracting, and is a proven leader in alternative procurement project delivery. Granite is an award-winning firm in safety, quality and environmental stewardship, and has been honored as one of the World’s Most Ethical Companies by Ethisphere Institute for seven consecutive years. Granite is listed on the New York Stock Exchange and is part of the S&P MidCap 400 Index, the MSCI KLD 400 Social Index and the Russell 2000 Index. For more information, visit graniteconstruction.com.
CONTACT:
Granite Construction Incorporated
Investor Relations
Ronald
Botoff, 831-728-7532
Corporate Communications
Jacque Fourchy, 831-
761-4741