8-K
filed June 9, 2023, 7:59 PM ET
ticker GVA
CIK 0000861459
other material
confidence high
sentiment neutral
materiality 0.25
Granite shareholders approve officer exculpation amendment, elect three directors at annual meeting
GRANITE CONSTRUCTION INC
- Shareholders approved amendment to eliminate officer personal liability for monetary damages for breach of fiduciary duty; 31,957,311 for, 4,217,493 against.
- Elected David C. Darnell, Kyle T. Larkin, and Celeste B. Mastin as directors for terms expiring at 2026 annual meeting.
- Advisory vote on executive compensation approved with 35,767,661 for, 413,975 against; frequency set to every year.
- Ratified appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal 2023 with 38,638,958 for, 1,531,859 against.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GRANITE CONSTRUCTION INC: Amendment to Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty (effective 2023-06-08).
- Change
- charter amendment
- Effective
- 2023-06-08
Exact text from the filing
As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting of Shareholders held on June 8, 2023 (the “Annual Meeting”), the shareholders of Granite Construction Incorporated (the “Company”) approved an amendment to the Company’s Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (the “Exculpation Amendment”). On June 8, 2023, the Company filed the Exculpation Amendment with the Delaware Secretary of State, which became effective on filing.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRANITE CONSTRUCTION INC shareholders approved Proposal to approve the Exculpation Amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal to approve the Exculpation Amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer: For Against Abstain Broker Non-Votes 31,957,311 4,217,493 66,766 3,974,786
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRANITE CONSTRUCTION INC shareholders approved Advisory vote on the compensation of the Company's named executive officers at the 2023-06-08 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Advisory vote on the compensation of the Company’s named executive officers: For Against Abstain Broker Non-Votes 35,767,661 413,975 59,934 3,974,786
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRANITE CONSTRUCTION INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: For Against Abstain 38,638,958 1,531,859 45,539
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRANITE CONSTRUCTION INC shareholders approved Election of three directors at the 2023-06-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
1. The election of three director nominees for a term set to expire at the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified: Nominee For Against Abstain Broker Non-Votes David C. Darnell 32,422,086 3,796,057 23,427 3,974,786 Kyle T. Larkin 35,925,155 287,574 28,841 3,974,786 Celeste B. Mastin 31,387,538 4,728,466 125,566 3,974,786
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
GRANITE CONSTRUCTION INC shareholders voted on Advisory vote on the frequency of holding an advisory vote on the compensation of the Company's named executive officers at the 2023-06-08 meeting.
- Proposal
- say on pay frequency
- Meeting
- 2023-06-08
Exact text from the filing
Advisory vote on the frequency of holding an advisory vote on the compensation of the Company’s named executive officers: Every One Year Every Two Years Every Three Years Abstain Broker Non-Votes 34,253,454 181,674 1,669,945 136,497 3,974,786
View on SEC.gov
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