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EX-10.2 - EXHIBIT 10.2 - GRANITE CONSTRUCTION INCex102gva2012.htm
EX-10.1 - EXHIBIT 10.1 - GRANITE CONSTRUCTION INCex101gva2012.htm


 

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 23, 2012
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in 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: (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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






 





Item 5.02.
    
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Compensatory Arrangements of Certain Officers.


    On March 30, 2012, the Board of Directors of Granite Construction Incorporated (the “Company”) approved and adopted the Granite Construction Incorporated 2012 Equity Incentive Plan (the “2012 Plan”), subject to the approval of the 2012 Plan by the Company’s shareholders, and directed that the matter be submitted to the Company’s shareholders for their approval. On May 23, 2012, the Company held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”) at the Chaminade Resort in Santa Cruz, California. At the Annual Meeting, the Company’s shareholders approved the proposal to approve the 2012 Plan, as more specifically described in Item 5.07 below.


    
The material terms and conditions of the 2012 Plan are described in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 11, 2012. This description is qualified in its entirety by reference to the full text of the 2012 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


    
Under the 2012 Plan, the Company may grant awards of stock options, restricted stock, restricted stock units, performance shares, performance units, and other stock-based awards. The form of award agreement for certain of these awards is attached hereto as Exhibit 10.2.


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

As noted above, the Company held the Annual Meeting on May 23, 2012. A total of 36,071,235 shares of the Company’s common stock were present or represented by proxy at the meeting, representing approximately 93.40% of the Company’s shares outstanding as of the March 26, 2012 record date. The final results of voting on each of the matters submitted to a vote of the shareholders at the Annual Meeting are as follows:

1.
The election of two director nominees to serve for the ensuing three-year term and until their successors are elected and qualified:
Nominee
For
Against
Abstain
Broker Non-Votes
David H. Kelsey

31,743,162
1,135,065
83,488
3,109,520
James W. Bradford, Jr.

31,999,371
870,330
92,014
3,109,520


2.
Advisory vote on the compensation of the Company’s named executive officers:
For
Against
Abstain
Broker Non-Votes
31,918,284
936,233
107,198
3,109,520


3.
Proposal to approve the Granite Construction Incorporated 2012 Equity Incentive Plan:
For
Against
Abstain
Broker Non-Votes
27,107,714
5,636,764
217,237
3,109,520


4.
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2012:
For
Against
Abstain
35,729,620
270,245
71,370


2



Pursuant to the foregoing votes, the two director nominees listed above were elected to serve on the Company’s Board of Directors for the ensuing three-year term, the compensation of the named executive officers was approved on an advisory basis, the 2012 Plan was approved, to be effective January 1, 2012 and to serve as the successor to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan, and the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm was ratified.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are attached hereto and furnished herewith:

[Signature page follows.]



3



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/ Richard A. Watts
 
 
 
 
Richard A. Watts

 
 
 
 
Vice President, General Counsel and Secretary 
Date: May 25, 2012




INDEX TO EXHIBITS