Tutor Perini Corporation (NYSE:TPC) 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.
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 Companys 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
Companys 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 Companys 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 Companys 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 Companys 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 Perinis
Executive Compensation
The Companys 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 Companys shareholders cast their votes with respect to the
advisory (non-binding) vote on the frequency of future advisory
votes on the Companys 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 Companys 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
About Tutor Perini Corporation (NYSE:TPC)
Tutor Perini Corporation, formerly Perini Corporation, is a construction company offering general contracting, construction management and design-build services to private customers and public agencies. The Company operates through three segments. The Civil segment specializes in public works construction and the repair, replacement and reconstruction of infrastructure. The civil contracting services include construction and rehabilitation of highways, bridges and mass-transit systems. The Building segment provides services to a range of building markets for private and public works customers, including the residential, hospitality and gaming, transportation, healthcare, commercial and government offices, education, biotech, pharmaceutical and industrial markets. The Specialty Contractors segment specializes in electrical, mechanical, plumbing and fire protection systems. It also offers a range of civil and building construction projects in the industrial and commercial markets. Tutor Perini Corporation (NYSE:TPC) Recent Trading Information
Tutor Perini Corporation (NYSE:TPC) closed its last trading session up +0.30 at 26.45 with 230,179 shares trading hands.
