UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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 Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
As previously disclosed, on April 14, 2022, the parties in Davydov v. Roberts et al., a stockholder derivative action filed in the Delaware Court of Chancery, the plaintiff in English v. Roberts et al., a stockholder derivative action filed in the U.S. District Court for the Northern District of California, and the Company entered into a Stipulation of Compromise and Settlement. On April 29, 2022, the court in Davydov entered a scheduling order scheduling a hearing to determine the fairness of the settlement on July 12, 2022. Pursuant to the scheduling order, notice concerning the settlement and hearing was disseminated to stockholders by counsel to the plaintiffs in Davydov and English. A copy of that notice is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | ||
| 99.1 | Notice of Pendency and Proposed Settlement of Actions. | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
2
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 | ||
| By: | /s/ M. Craig Hall | |
| M. Craig Hall | ||
| Senior Vice President, General Counsel and Secretary | ||
Date: June 9, 2022