UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On February 24, 2025, John Douglas notified Tetra Tech, Inc. (the “Company”) of his decision to retire as a member of the Board of Directors, effective upon the completion of his term on February 27, 2025. Mr. Douglas did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
Effective upon Mr. Douglas’ retirement as a director, the size of the Company’s Board of Directors was reduced from seven to six directors. As a result of the retirement, Mr. Douglas was not presented for election at the Company’s 2025 annual meeting of stockholders.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 27, 2025, the Company held its annual meeting of stockholders for the following purposes:
| (1) | To elect six members to its Board of Directors; |
| (2) | To vote on an advisory resolution to approve its named executive officers’ compensation; |
| (3) | To ratify the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for fiscal 2025; and |
| (4) | To act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. |
The votes cast in connection with such matters were as follows:
Election of Directors:
| Name | For | Against | Abstain | Non-Votes | ||||||||||||
| Dan L. Batrack | 211,834,354 | 7,557,960 | 5,500,069 | 14,912,545 | ||||||||||||
| Gary R. Birkenbeuel | 216,003,724 | 8,727,935 | 160,724 | 14,912,545 | ||||||||||||
| Prashant Gandhi | 220,052,514 | 4,585,823 | 254,046 | 14,912,545 | ||||||||||||
| Christiana Obiaya | 220,629,657 | 4,109,667 | 153,059 | 14,912,545 | ||||||||||||
| Kimberly E. Ritrievi | 217,479,957 | 7,272,482 | 139,944 | 14,912,545 | ||||||||||||
| Kirsten M. Volpi | 212,254,580 | 12,391,745 | 246,058 | 14,912,545 | ||||||||||||
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Advisory Resolution Regarding Executive Compensation:
| For | Against | Abstain | Non-Votes | |||||||||||
| 205,943,994 | 17,826,706 | 1,121,683 | 14,912,545 | |||||||||||
Appointment of PricewaterhouseCoopers LLP:
| For | Against | Abstain | Non-Votes(1) | |||||||||||
| 218,553,853 | 21,056,994 | 194,081 | -- | |||||||||||
(1) This proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Tetra Tech has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TETRA TECH, INC. | ||
| Date: February 28, 2025 | By: | /s/ Dan L. Batrack |
| Dan L. Batrack | ||
| Chairman and Chief Executive Officer |
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