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) January 30, 2008

GRANITE CONSTRUCTION INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-12911
(Commission File Number) 77-0239383
(IRS Employer Identification No.)

585 West Beach Street
Watsonville, California 95076
(Address of principal executive offices) (Zip Code)

(831) 724-1011
Registrant’s telephone number, including area code

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. Appointment of Principal Officer; Departure of Principal Officer

     On January 30, 2008, Granite Construction Incorporated (the “Company”) announced the upcoming retirement of William E. Barton, the Company’s Senior Vice President and Chief Financial Officer. The Company also announced the appointment of LeAnne M. Stewart to the position of Chief Financial Officer. Ms. Stewart, aged 43, will join the Company on February 4, 2008 and assume the position of Senior Vice President and Chief Financial Officer effective March 1, 2008. Mr. Barton will continue in the capacity as Senior Vice President until June 30, 2008 to help with the transition.

     Since 1999, Ms. Stewart has served in various capacities at Nash Finch Company including: Senior Vice President, Chief Financial Officer and Treasurer between 2004 and 2006; Vice President and Corporate Controller between 2000 and 2004; and Vice President, Financial Planning and Analysis between 1999 and 2000.

     On January 21, 2008, Ms. Stewart entered into a Severance Agreement with the Company to be effective as of February 4, 2008. The agreement provides Ms. Stewart with compensation and benefits in the event of the termination of her employment. Within five years from the effective date, in the event that she is terminated without cause, Ms. Stewart will be entitled to (i) additional vesting of any restricted stock that she has received, as if she had performed 12 additional months of service; and (ii) payment of an amount equal to (a) one year’s base salary plus (b) her target bonus for the current year under the Company’s Incentive Plan, prorated for the number of days she was employed during the year. If she is terminated with cause, Ms. Stewart will be entitled to receive only those restricted shares that have vested at the date of termination and her base salary through the date of termination.
 

Item 9.01. Financial Statements and Exhibits

(c) Exhibits. The following exhibit is attached hereto and furnished herewith:

Exhibit
Number	Exhibit Title
99.1	Press Release Dated January 30, 2008, Announcing the Appointment of LeAnne M. Stewart to be CFO and William E. Barton to Retire

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GRANITE CONSTRUCTION INCORPORATED
Date: January 30, 2008	By:	/s/ William E. Barton
		William E. Barton
		Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS
 

Exhibit
Number	Document
99.1	Press Release Dated January 30, 2008, Announcing the Appointment of LeAnne M. Stewart to be CFO and William E. Barton to Retire

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EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE	Investor Contact:	Jacque Underdown
		(831) 761-4741

GRANITE CONSTRUCTION ANNOUNCES LEANNE M. STEWART TO BE CFO

WILLIAM E. BARTON TO RETIRE
 
 

Watsonville, California — (January 30, 2008) — Granite Construction Incorporated (NYSE:GVA) today announced that William E. Barton, the Company’s Chief Financial Officer, will retire after 28 years of service to Granite. LeAnne M. Stewart, will join Granite on February 4, 2008 and will assume the role of Chief Financial Officer effective March 1, 2008. Barton will continue with the Company through mid 2008 to ensure a smooth transition and to provide consulting services as needed.

“On behalf of all of us at Granite, I would like to thank Bill for his outstanding service as our CFO and for the significant contributions he made to Granite during his long tenure,” said William G. Dorey, Granite President and Chief Executive Officer. “Most notably, Bill helped guide us from a privately held construction company in Watsonville to a nationally-known publicly traded company. As a long-standing member of our management team, Bill has been instrumental in the growth of this Company. I wish him all the best in his retirement and am grateful that we will continue to benefit from his experience and expertise through the transition.”

“I am delighted to welcome LeAnne to the Granite family,” continued Dorey. “Her broad financial and operational experience will add significant strength to our management team and I am confident that she will play an integral role in contributing to the Company’s success. I look forward to working with LeAnne and benefiting from her expertise and insight as we work together to achieve Granite’s long-term strategic goals.”

Most recently from 2004-2006, Stewart served as Senior Vice President, Chief Financial Officer and Treasurer of Nash Finch Company, where she had been since 1999. In this capacity, her accomplishments included overseeing the financial operations of the Company, including all Securities and Exchange Commission and SOX compliance, leading the Company’s investor relations function and negotiating and syndicating the Company’s $300 million bank credit facility.

Prior to her work at Nash Finch, Stewart also held various financial management positions at Enron Europe and before that, at Ernst & Young. Stewart earned an MBA degree from the Wharton School, University of Pennsylvania. She is a Certified Public Accountant and a Certified Management Accountant. She earned a bachelor’s degree from The College of St. Benedict in St. Joseph, Minnesota.

About Granite
Granite Construction Incorporated is a member of the S&P 400 Midcap Index, the Domini 400 Social Index and the Russell 2000. Granite Construction Company, a wholly owned subsidiary, is one of the nation’s largest diversified heavy civil contractors and construction materials producers. Granite Construction Company serves public and private sector clients through its offices and subsidiaries nationwide. For the 5^th straight year, Granite was named to FORTUNE’S List of 100 Best Companies to Work For. For more information about Granite, please visit their website at www.graniteconstruction.com.

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