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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): October 20, 2020
 
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: (831724-1011
 
_____________________
 
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.
 
In connection with James H. Roberts’ previously disclosed transition to Chief Executive Officer Emeritus, on October 20, 2020, Mr. Roberts and Granite Construction Incorporated (the “Company”) entered into a Retirement and Transition Agreement (the “Agreement”). Pursuant to this Agreement, Mr. Roberts will (1) continue to receive a base salary at the rate in effect immediately prior to September 22, 2020 for the period from September 22, 2020 through March 31, 2021, (2) remain eligible to receive his 2020 Annual Incentive Plan award based on actual results, (3) remain eligible to receive a payout under his performance-based restricted stock units based on actual results through the end of the applicable performance period and pro-rated for his service through March 31, 2021, and (4) be eligible to receive reimbursement of COBRA continuation premiums for up to 18 months. 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
 
Retirement and Transition Agreement dated October 20, 2020 by and between the Company and Mr. Roberts
104
 
Cover Page Interactive Data File (formatted as Inline XBRL)
 
 

 
 
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.
 
 
 
GRANITE CONSTRUCTION INCORPORATED
 
 
 
 
 
 
By:
/s/ M. Craig Hall
 
 
 
M. Craig Hall
 
 
 
Senior Vice President, General Counsel and Secretary
 
 
 
 
 
Date: October 23, 2020