8-K - 2017 Annual Shareholders' Meeting Voting Results

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 24, 2017

 

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

_________________________________

 



 

 

Massachusetts

(State or other jurisdiction of incorporation or organization)

1-6314

(Commission file number)

04-1717070

(I.R.S. Employer Identification No.)

 

15901 Olden Street, Sylmar, California 91342-1093

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code:  (818) 362-8391

 

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 (see General Instruction 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))

 

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.



New Incentive Compensation Plan             



As disclosed in Item 5.07 below, the shareholders of Tutor Perini Corporation (the “Company”) approved the Tutor Perini Corporation Incentive Compensation Plan (the “Plan”) at the annual meeting of shareholders on May 24, 2017. The material terms of the Plan are summarized in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2017 (the “Proxy Statement”) under the heading “Proposal 3: Approval of the Tutor Perini Corporation Incentive Compensation Plan” and are incorporated herein by reference. The description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.



Item 5.07.     Submission of Matters to a Vote of Security Holders.



The 2017 Annual Meeting of Shareholders (the “Annual Meeting”) for the Company was held on May 24, 2017. At the Annual Meeting, the Company’s shareholders voted on five 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 12 nominees for director, by the votes indicated below, to serve a one-year term expiring at the Company's 2018 Annual Meeting of Shareholders.





 

 

 

 

 

 



 

 

 

 

 

 

Elected Directors

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Ronald N. Tutor

 

43,161,116

 

1,132,715

 

3,060,010

Peter Arkley

 

32,741,138

 

11,552,693

 

3,060,010

Sidney J. Feltenstein

 

43,211,973

 

1,081,858

 

3,060,010

James A. Frost

 

43,523,092

 

770,739

 

3,060,010

Michael R. Klein

 

36,182,667

 

8,111,164

 

3,060,010

Thomas C. Leppert

 

43,526,976

 

766,855

 

3,060,010

Robert C. Lieber

 

43,730,409

 

563,422

 

3,060,010

Dennis D. Oklak

 

43,892,652

 

401,179

 

3,060,010

Raymond R. Oneglia

 

43,605,202

 

688,629

 

3,060,010

Dale A. Reiss

 

43,481,537

 

812,294

 

3,060,010

Donald D. Snyder

 

36,498,598

 

7,795,233

 

3,060,010

Dickran M. Tevrizian, Jr.

 

43,868,254

 

425,577

 

3,060,010





Proposal 2: Ratification of Selection 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, 2017. Voting results on this matter were as follows:





 

 

 

 

 

 



 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

46,355,945

 

984,454

 

13,442

 

0





2

 


 

Proposal 3: Approval of the Tutor Perini Corporation Incentive Compensation Plan



The Company’s shareholders approved the Tutor Perini Corporation Incentive Compensation Plan. Voting results on this matter were as follows:





 

 

 

 

 

 



 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

30,858,184

 

13,411,701

 

23,946

 

3,060,010





Proposal 4: Advisory (non-binding) Vote on Tutor Perini’s Executive Compensation



The Company’s shareholders cast their votes with respect to the advisory (non-binding) vote on executive compensation as set forth below:





 

 

 

 

 

 



 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

18,736,658

 

25,534,067

 

23,106

 

3,060,010





Proposal 5: Advisory (non-binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation



The Company’s shareholders cast their votes with respect to the advisory (non-binding) vote on the frequency of future advisory votes on the Company’s executive compensation as set forth below:





 

 

 

 

 

 



 

 

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

39,730,877

 

185,451

 

4,136,630

 

240,873



Consistent with the above results, the Company’s Board of Directors has determined that the Company will continue to hold future advisory votes on executive compensation on an annual basis.



Item 9.01.      Financial Statements and Exhibits

(d)     Exhibits



 

Exhibit
Number

Description

10.1

Tutor Perini Corporation Incentive Compensation Plan



 

















3

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





 

   

Tutor Perini Corporation

   

   

Dated: May 25, 2017

By:

/s/Gary G. Smalley



 

Gary G. Smalley

   

 

Executive Vice President and Chief Financial Officer



 



4