8-K

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): July 21, 2015

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 1-6314 (Commission file number) 04-1717070 (I.R.S. Employer Identification No.)

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)

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))

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Tutor Perini Corporation Inc. (the “Company”) announced that on July 24, 2015 it appointed Gary G. Smalley, age 56, to become Executive Vice President and Chief Financial Officer of the Company, succeeding Michael J. Kershaw, who will retire. Mr. Smalley will commence employment with the Company no later than September 1, 2015 and will be appointed the Company’s principal financial officer at that time.  Mr. Kershaw will continue as an employee of the Company to assist Mr. Smalley with the transition of responsibilities, but the Company and Mr. Kershaw have not yet definitively resolved the timing and terms of his retirement.

Mr. Smalley has been Senior Vice President and Controller of Fluor Corporation (“Fluor”) since March 2008 and, since October 2014, concurrently served as Group Chief Financial Officer for one of Fluor’s business segments.  Fluor is a global engineering and construction firm that designs and builds some of the world's most complex projects; creating and delivering innovative and integrated solutions for its clients in engineering, procurement, fabrication, construction, maintenance and project management on a global basis. Prior to his current roles, Mr. Smalley was employed by Fluor as Vice President of Internal Audit from September 2002 to March 2008 and, since joining Fluor in 1991, held a variety of other financial management positions in Australia, Chile,Mexico and the United States.  Prior to joining Fluor, he held audit positions with Ernst & Young and J.P. Stevens and Company.  Mr. Smalley has a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill and a Master of Business Administration from Northwestern University.  He is a Certified Public Accountant, Certified Fraud Examiner and a Chartered Global Management Accountant.

Mr. Smalley has no family relationships with any of the Company’s directors or executive officers. There are no related person transactions between the Company and Mr. Smalley required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Smalley and the Company entered into a letter agreement, dated July 21, 2015 (the “Letter Agreement”), pursuant to which the Company agreed that Mr. Smalley will receive an annual base salary of $700,000 and will be eligible to participate in the Company’s equity and cash incentive plans with a bonus opportunity equal to 100% of his base salary, contingent upon the Company meeting certain performance targets.  Mr. Smalley also will receive a sign-on bonus of $250,000 upon the commencement of his employment.  In addition, Mr. Smalley will receive a performance based grant of 15,000 restricted stock units and 15,000 options contingent upon the Company meeting certain performance targets during each of the next three years of employment.

The foregoing summary of the Letter Agreement is not complete and is qualified in its entirety by reference to the complete text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 7.01.Regulation FD Disclosure

On July 24, 2015, the Company issued a press release announcing Mr. Smalley’s appointment and Mr. Kershaw’s transition.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits

(d)	Exhibits.
	EX. 10.1Letter Agreement, dated July 21, 2015, by and between Gary Smalley and Tutor Perini Corporation
	EX. 99.1Press Release of Tutor Perini Corporation dated July 24, 2015

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.

	Tutor Perini Corporation
Dated: July 24, 2015
	By:	/s/Michael J. Kershaw
	Michael J. Kershaw Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

July 20, 2015

Mr. Gary Smalley

1509 Post Oak Place

Westlake, TX 76262

Dear Gary,

I am pleased to acknowledge that we have reached an agreement for you to become the new Executive Vice President and Chief Financial Officer of Tutor Perini Corporation.  Your start date will be approximately September 15, 2015, subject to your confirmation after your review with Fluor.  The following should adequately summarize the financial terms of our agreement:

1) Your salary will be $29,166.67 semi-monthly, which is equivalent to $700,000 per year.

2) Your bonus will be 100% of salary based on the companies meeting its corporate targets based on earnings per share.  Your bonus will be prorated for the balance of 2015.

3) You will be given 15,000 shares of stock grants and 15,000 shares of stock options, again directly related to meeting earnings per shared targets for each of the next three years of your employment.

4) You will receive a $250,000 signing bonus upon the commencement of your employment and be loaned up to $350,000 for the purpose of you securing a new home.  The $350,000 loan will be repaid when you have appropriately sold your existing home in Texas.

5) You will receive a new car with a budget amount of approximately $60,000 plus the appropriate gasoline credit card and corporate credit card for entertaining, when applicable.

6) Life insurance in the amount of $2,500,000.

Mr. Gary Smalley

July 20, 2015

Page 2

7) You will receive three weeks paid vacation per year in accordance with the TPC vacation plan.

8) Normal corporate perquisites to be further defined.

This offer of employment is contingent upon the following: receipt of the signed offer letter, and a negative result from the drug screening.

Please take time to review the following terms and conditions relative to your pending employment with our company:

· As an employee of the company you will have access to certain company trade secrets and other confidential information.  To protect the interests of the company you will be required to sign the company’s standard “Employee Confidentiality and Rights Agreement” as a condition of your employment.  A copy of this agreement has been attached for your review and signature.

· Please read and sign the attached Arbitration Agreement.

· You must not bring with you any confidential or proprietary material of any former employer or violate any other obligations you may have to your former employers.   If you signed a confidentiality or non-disclosure agreement with your current employer or signed any other agreement that restricts your activities as an employee of the company, please provide copies of any such documents to me as soon as possible.  If you are unsure of your obligations under such agreements, you should consult with me and/or the Vice President of Human Resources.

Should you decide to accept our offer, you will be an at-will employee of the company, which means that the employment relationship may be terminated by either of us for any reason at any time.  Any statements or representations to the contrary (and, indeed, any statements contradicting any provision of this letter) should be regarded by you as ineffective unless it is in writing and signed by me and recorded with the Vice President of Human Resources.

Mr. Gary Smalley

July 20, 2015

Page 3

Please sign a copy of this letter to signify your acceptance of this offer of employment. The terms of this offer expire seven (7) business days from its date of issuance.

If you have any questions, please feel free to call.

Sincerely,

TUTOR PERINI CORPORATION

/s/Ronald N. Tutor

Ronald N. Tutor

Chairman & CEO

I accept the terms set forth in the offer letter above: *

/s/Gary G Smalley	7/21/2015
Gary Smalley	Date

*       Per agreement with Ron Tutor, all moving costs (including transportation and temporary housing but excluding realtor costs) will be paid/reimbursed by the Company

EX-99.1

News Release

Tutor Perini Announces Chief Financial Officer Transition

Sylmar, CA – July 24, 2015 – (BUSINESS WIRE) – Tutor Perini Corporation (NYSE: TPC), a leading civil and building construction company, today announced that Michael J. Kershaw, its Executive Vice President and Chief Financial Officer,will be retiring from the Company.Mr. Kershaw will remain employed by the Company to assist in the transition of responsibilities to his successor. Mr. Kershaw joined the Company in September 2011 and has been instrumental in integrating and improving the Company’s accounting and financial reporting systems, negotiating enhanced credit facilities, and implementing a successful investor relations program.

At the same time, the Company announced that it has entered into a letter agreement with Gary G. Smalley to succeed Mr. Kershaw as the Company’s Executive Vice President and Chief Financial Officer.  Mr. Smalley is expected to join the Company no later than September 1, 2015 and, at that time, will be appointed the Company’s principal financial officer. Mr. Smalley has been Senior Vice President and Controller of Fluor Corporation (NYSE: FLR) since March 2008 and, since October 2014, concurrently served as Group Chief Financial Officer for one of Fluor's business segments. Fluor Corporation is a global engineering and construction firm that designs and builds some of the world's most complex projects; creating and delivering innovative and integrated solutions for its clients in engineering, procurement, fabrication, construction, maintenance and project management on a global basis. Prior to his current roles, Mr. Smalley was employed by Fluor as Vice President of Internal Audit from September 2002 to March 2008 and, since joining Fluor in 1991, held a variety of other financial management positions in Australia, Chile,Mexicoand the United States. Prior to joining Fluor, he held audit positions with Ernst & Young and J.P. Stevens and Company. Mr. Smalley has a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill and a Master of Business Administration from Northwestern University. He is a Certified Public Accountant, Certified Fraud Examiner and a Chartered Global Management Accountant.

Ronald Tutor, Chairman and Chief Executive Officer of Tutor Perini, said, “We are pleased to welcome Gary to our executive management team and look forward to working with him to continue driving the Company’s growth. In addition, I would like to express my sincere thanks to Mike for his dedicated service to the Company and wish him well in his future retirement.”

About Tutor Perini Corporation

Tutor Perini Corporation is a leading civil and building construction company offering diversified general contracting and design-build services to private clients and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large complex projects on time and within budget while adhering to strict quality control measures.

Contact:

Tutor Perini Corporation
Jorge Casado, 818-362-8391
Vice President, Investor Relations and Corporate Communications

www.tutorperini.com