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 23, 2018

 

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

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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)

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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. ☐

 

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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 Omnibus Incentive Plan (the “Plan”) at the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) for the Company on May 23, 2018. 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, 2018 (the “Proxy Statement”) under the heading “Proposal 3: Approval to Adopt the New Tutor Perini Corporation Omnibus Incentive Plan to Effect the Merger of the Amended and Restated Tutor Perini Corporation Long-Term Incentive Plan and 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 Annual Meeting was held on May 23, 2018. At the Annual Meeting, the Company’s shareholders voted on four 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 to serve a one-year term expiring at the Company's 2019 Annual Meeting of Shareholders. The votes cast in the election of directors were as follows:







Proposal 2: Ratification of Appointment 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, 2018. Voting results on this matter were as follows:







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Proposal 3: Approval of the New Tutor Perini Corporation Omnibus Incentive Plan



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







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:







Item 9.01.      Financial Statements and Exhibits.

(d)     Exhibits





















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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.





 



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