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Executive Change · Shareholder Vote

Filed May 16, 2025 · 1y ago · Accession 0000077543-25-000127

Plain English

Material event — a significant development the company must disclose promptly.

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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): May 15, 2025 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 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 15, 2025, Tutor Perini Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) at which, upon recommendation of the Company’s Board of Directors (the “Board”), the shareholders approved an amendment and restatement of the Tutor Perini Corporation Omnibus Incentive Plan (the original Plan, the “Plan” and, as amended and restated, the “Amended and Restated Plan”). The Amended and Restated Plan was adopted by the Board on March 12, 2025, and became effective on the date of the Annual Meeting. The Amended and Restated Plan materially amends the Plan by increasing the number of shares available for awards under the Plan by 2,000,000 shares and extending the term of the Plan from April 10, 2028 to April 10, 2030. The material terms of the Amended and Restated Plan are summarized in the Company’s definitive proxy statement on Schedule 14A filed with the Security and Exchange Commission on April 4, 2025 (the “Proxy Statement”) under the heading “Proposal 4: Approval of the Amended and Restated Tutor Perini Corporation Omnibus Incentive Plan.” The foregoing description of the Amended and Restated Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Plan, a copy of which is filed as Exhibit A to the Proxy Statement and incorporated herein by reference. Item 5.07.        Submission of Matters to a Vote of Security Holders.   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 until the Company's 2026 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The final voting results for the election of directors were as follows: Elected Directors Votes For Votes Against Abstentions Broker Non-Votes Ronald N. Tutor 41,141,754 1,269,649 11,950 4,600,848 Gary G. Smalley 42,017,747 394,559 11,047 4,600,848 Peter Arkley 41,639,962 772,345 11,046 4,600,848 Jigisha Desai 39,088,825 3,011,112 323,416 4,600,848 Sidney J. Feltenstein 41,666,550 745,230 11,573 4,600,848 Robert C. Lieber 29,977,868 12,334,057 111,428 4,600,848 Dennis D. Oklak 29,036,644 13,375,750 10,959 4,600,848 Raymond R. Oneglia 40,983,423 1,325,910 114,020 4,600,848 Dale Anne Reiss 41,223,672 1,178,715 20,966 4,600,848 Shahrokh (“Rock”) Shah 30,169,637 12,210,899 42,817 4,600,848 Proposal 2: Ratification of Appointment of Independent Auditors The Company's shareholders ratified the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as independent auditors of the Company for the year ending December 31, 2025. The final voting results on this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 46,295,959 694,995 33,247 0 2 Proposal 3: Approval of the Compensation of the Company’s Named Executive Officers on an Advisory (Non-binding) Basis The Company’s shareholders cast their votes with respect to the approval of the compensation of the Company's named executive officers on an advisory (non-binding) basis. The final voting results on this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 12,992,948 28,316,141 1,114,264 4,600,848 Proposal 4: Approval of the Amended and Restated Tutor Perini Corporation Omnibus Incentive Plan The Company’s shareholders approved the Amended and Restated Plan. The final votin g results on this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 40,675,747 1,634,483 113,123 4,600,848 3 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 thereunto duly authorized. TUTOR PERINI CORPORATION Date: May 16, 2025 By : /s/ Ifigenia Protopappas Ifigenia Protopappas Corporate Secretary 4
Filing details
Ticker
TPC
CIK
77543
Form type
8-K
Filing date
May 16, 2025
Report date
May 15, 2025
Document
tpc-20250515.htm
Size
182 KB