8-KThe WireRoutine
Shareholder Vote
Filed May 19, 2023 · 3y ago · Accession 0000077543-23-000102
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): May 17, 2023
Tutor Perini Corporation
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 1-6314 04-1717070
(State or Other Jurisdiction
of Incorporation) (Commission
File Number) (IRS Employer
Identification No.)
15901 Olden Street , Sylmar , California 91342-1093
(Address of Principal Executive Offices, and Zip Code)
( 818 ) 362-8391
(Registrant’s Telephone Number, Including Area Code)
None
(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, $1.00 par value TPC The 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 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Tutor Perini Corporation (the “Company”) was held on May 17, 2023. At the Annual Meeting, the Company’s shareholders voted on four proposals as described in the Proxy Statement and cast their votes as set forth below.
Proposal 1: Election of Directors
The Company's shareholders elected each of the following 10 nominees for director to serve a one-year term expiring at the Company's 2024 Annual Meeting of Shareholders. The votes cast in the election of directors were as follows:
Elected Directors Votes For Votes Withheld Broker Non-Votes
Ronald N. Tutor 23,082,823 15,998,347 7,209,749
Peter Arkley 12,430,441 26,650,729 7,209,749
Jigisha Desai 23,088,576 15,992,594 7,209,749
Sidney J. Feltenstein 23,385,884 15,695,286 7,209,749
Michael F. Horodniceanu 12,790,992 26,290,178 7,209,749
Michael R. Klein 12,557,413 26,523,757 7,209,749
Robert C. Lieber 12,160,401 26,920,769 7,209,749
Dennis D. Oklak 23,393,433 15,687,737 7,209,749
Raymond R. Oneglia 16,273,895 22,807,275 7,209,749
Dale Anne Reiss 23,060,862 16,020,308 7,209,749
Proposal 2: Ratification of Appointment of Auditors
The Company's shareholders ratified the selection of Deloitte & Touche LLP, independent registered public accountants, as auditors of the Company for the year ending December 31, 2023. Voting results on this matter were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
45,500,701 644,406 145,812 0
Proposal 3: Approval on an Advisory (Non-binding) Basis of the Compensation Paid to the Company’s Named Executive Officers
The Company’s shareholders cast their votes with respect to the approval on an advisory (non-binding) basis of the compensation paid to the Company's named executive officers as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
11,757,223 27,234,044 89,903 7,209,749
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company’s shareholders cast their votes with respect to the advisory vote on the frequency of future advisory votes on executive compensation as set forth below:
One Year Two Years Three Years Abstentions Broker Non-Votes
35,771,659 43,786 3,120,044 145,681 7,209,749
In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its shareholders.
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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.
TUTOR PERINI CORPORATION
Date: May 19, 2023 By :
/s/ Anthony C. Fiore
Anthony C. Fiore
Corporate Secretary
3
Filing details
- Company
- TUTOR PERINI CORP
- Ticker
- TPC
- CIK
- 77543
- Form type
- 8-K
- Filing date
- May 19, 2023
- Report date
- May 17, 2023
- Document
- tpc-20230517.htm
- Size
- 196 KB