a50072732.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):  November 9, 2011


GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in Charter)

 
Delaware
1-12911
77-0239383
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(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):
¨    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))
 
 
 
 
 
 Item 5.02.  Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On November 9, 2011, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Granite Construction Incorporated (the “Company”) approved the following components of the 2012 compensation for the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).  The comparable compensation components as in effect for 2011 are also presented below.
 
CEO
  
2012
    
2011
  
Base Salary
   $ 660,000     $ 500,000  
Target Annual Incentive Plan Award Opportunity
    
858,000 (130% of Base Salary)
      
750,000 (150% of Base Salary)
  
Target Long-Term Incentive Plan Award Opportunity
     1,500,000       1,500,000  
                 
CFO
  
2012
    
2011
  
Base Salary
   $ 425,000     $ 350,000  
Target Annual Incentive Plan Award Opportunity
     255,000 (60% of Base Salary)      
210,000 (60% of Base Salary)
  
Target Long-Term Incentive Plan Award Opportunity
     550,000       500,000  
 
The performance measures upon which awards under the Company’s Annual Incentive Plan and Long-Term Incentive Plan for 2012 will be based have not yet been determined.
 
 Item 5.03.  Amendments to Articles of Incorporation or Bylaws.
 
On November 10, 2011, the Board approved amendments to the Company’s bylaws to (i) clarify that any action taken by written consent of the Board or of any committee of the Board may be taken by email or other electronic means, and (ii) expressly permit notices to directors, officers, employees and agents of the Company to be given by email or other electronic means.  The effective date of the amendment is November 10, 2011.  A copy of the bylaws, as so amended, is filed as Exhibit 3.1 to this Current Report on Form 8-K.
 
 Item 9.01.  Financial Statements and Exhibits.
 
Exhibit
Number
Description
3.1
Amended Bylaws as of November 5, 2009, of Granite Construction Incorporated, as amended May 20, 2011 and November 10, 2011

 
[Signature page follows.]
 
 
 
 
 
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/ Terry K. Eller  
   
Terry K. Eller
  
   
Vice President, General Counsel
  
   
and Secretary
  
 
Date:  November 15, 2011
 
 
 
 
 
INDEX TO EXHIBITS
 
Exhibit
Number
Description
3.1
Amended Bylaws as of November 5, 2009, of Granite Construction Incorporated, as amended May 20, 2011 and November 10, 2011