Granite Construction amends bylaws to enhance shareholder nomination procedures and adopt exclusive forum provisions

2. update provisions regarding the adjournment of shareholder meetings and the list of shareholders entitled to vote at a shareholder meeting, each to align with recent amendments to the Delaware General Corporation Law (“DGCL”);

1. enhance disclosure and procedural requirements in connection with shareholder director nominations, including by: i. requiring additional background information, disclosures and certifications from nominating shareholders, proposed nominees and their affiliates; ii. requiring any nominating shareholder, proposed nominee and/or their affiliates to represent as to whether they intend to solicit proxies in support of director nominees other than the Board of Directors’ nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934 (the “Exchange Act”); iii. providing that the Company will disregard proxies or votes solicited for such shareholder’s nominees if such shareholder fails to comply with Rule 14a-19; iv. requiring that disclosures in the nominating shareholder’s notice be updated and that the nominating shareholder provide written verification of the information submitted within five business days of the Company’s request; v. requiring that the nominating sh

5. designate the federal district courts of the United States as the exclusive forum, unless the Company consents to the selection of an alternative forum, for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (the “Federal Forum Provision”); 6. designate the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) as the exclusive forum, unless the Company consents to the selection of an alternative forum, for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a breach of a fiduciary duty owed by any director, officer or other employe

3. update the levels of shareholder support a proposal must receive to be eligible for resubmission to align with SEC rules;