GRANITE CONSTRUCTION INCORPORATED (NYSE:GVA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

GRANITE CONSTRUCTION INCORPORATED (NYSE:GVA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On June 6, 2018, the Board of Directors (the “Board”) of Granite Construction Incorporated (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, elected Jeffrey J. Lyash as a director, effective June 6, 2018. Mr. Lyash joins the class of directors whose terms expire at the Company’s 2019 Annual Meeting of Shareholders.Mr. Lyash will serve on the Company’s Audit/Compliance Committee and Compensation Committee.

The Board has determined that Mr. Lyash meets the independence requirements of the listing standards of the New York Stock Exchange.

As a non-employee director, Mr. Lyash will receive compensation in the same manner as the Company’s other non-employee directors, which director compensation program is described the Company’s definitive proxy statement on Schedule 14A.

The Company will enter into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Lyash. The Indemnification Agreement is in the same form as the indemnification agreement for directors that the Company previously filed with the SEC as Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2002.

There are no arrangements or understandings between Mr. Lyash and any other person to which he was elected as a director.There are no transactions involving Mr. Lyash that would be required to be reported under Item 404(a) of Regulation S-K.

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

The Company held its Annual Meeting of Shareholders on June 7, 2018. A total of 38,011,378 shares of the Company’s common stock were present or represented by proxy at the meeting, representing approximately 94.91% of the Company’s shares outstanding as of the April 12, 2018 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 three 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

33,912,252

686,629

18,683

3,393,814

James W. Bradford, Jr.

34,298,742

292,470

26,352

3,393,814

Michael F. McNally

34,542,533

48,732

26,299

3,393,814

2.

Advisory vote on the compensation of the Company’s named executive officers:

For

Against

Abstain

Broker Non-Votes

33,911,088

610,289

96,187

3,393,814

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018:

For

Against

Abstain

37,473,073

481,139

57,166

to the foregoing votes, the three director nominees listed above were elected to serve on the Company’s Board of Directors for the ensuing three-year term and until their successors are duly elected, the compensation of the named executive officers was approved on an advisory basis, and the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm was ratified.

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About GRANITE CONSTRUCTION INCORPORATED (NYSE:GVA)

Granite Construction Incorporated is a heavy civil contractor and construction materials producer in the United States. The Company operates through three segments: Construction, Large Project Construction and Construction Materials. Its Construction segment performs construction management, as well as various civil construction projects with a portion of the work focused on new construction and improvement of streets, roads, highways, bridges, site work, underground, power-related facilities, water-related facilities, utilities and other infrastructure projects. The Company’s Large Project Construction segment focuses on large and complex infrastructure projects, which have a longer duration than its Construction segment work. The Company’s Construction Materials segment mines and processes aggregates and operates plants that produce construction materials for internal use and for sale to third parties.

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