--- schema_version: "secwatch.filing_event.v1" accession: "0000861459-23-000007" form_type: "8-K" ticker: "GVA" cik: "0000861459" company_name: "GRANITE CONSTRUCTION INC" filed_at: "2023-06-09T23:59:59+00:00" generated_at: "2026-06-14T04:27:16.211402+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Granite shareholders approve officer exculpation amendment, elect three directors at annual meeting ## Summary - 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. ## SEC filing metadata - accession: 0000861459-23-000007 - form_type: 8-K - ticker: GVA - cik: 0000861459 - company_name: GRANITE CONSTRUCTION INC - filed_at: 2023-06-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/861459/000086145923000007/0000861459-23-000007-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/861459/000086145923000007/gva-20230608.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000861459-23-000007 - JSON: https://secwatch.observer/filing/0000861459-23-000007.json - Plain text: https://secwatch.observer/filing/0000861459-23-000007.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/861459/000086145923000007/0000861459-23-000007-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/861459/000086145923000007/0000861459-23-000007-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/861459/000086145923000007/0000861459-23-000007-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/861459/000086145923000007/0000861459-23-000007-index.htm - Shareholder Votes GRANITE CONSTRUCTION INC shareholders approved Election of three directors at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/861459/000086145923000007/0000861459-23-000007-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/861459/000086145923000007/0000861459-23-000007-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.