UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 14, 2014
GRANITE
CONSTRUCTION INCORPORATED
(Exact
Name of Registrant as Specified in Charter)
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Delaware |
1-12911 |
77-0239383 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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585 West Beach Street |
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(Address of Principal Executive Offices) (Zip Code) |
Registrant’s
telephone number, including area code: (831) 724-1011
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):
⃞ 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.
On July 14, 2014, Granite Construction Incorporated (the “Company”), named Christopher S. Miller as Executive Vice President and Chief Operating Officer, effective August 4, 2014. Mr. Miller will be responsible for overseeing the day-to-day operations of the Company, reporting directly to James H. Roberts, President and Chief Executive Officer of the Company. Mr. Miller, age 47, served in various executive positions at CH2M HILL over the last 8 years. The information regarding Mr. Miller contained in the press release filed as Exhibit 99.1 to this report is incorporated herein by reference.
Mr. Miller's base salary will be at the rate of $500,000 per year. Mr. Miller will participate in the same compensation and benefit arrangements as the Company's other executive officers, including the Company's Annual Incentive Plan and Long-Term Incentive Plan ("LTIP") (with any payout to be prorated to reflect his employment for only a portion of 2014), Key Management Deferred Compensation Plan II, Executive Retention and Severance Plan II and a vehicle allowance. Any awards under the LTIP will be paid in restricted stock units. Mr. Miller will receive relocation assistance and a $150,000 restricted stock unit award (ratable vesting over 3 years), subject to Compensation Committee approval.
The Company will enter into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Miller. The Indemnification Agreement is in the same form as the indemnification agreement for executive officers that the Company previously filed with the SEC as Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2002.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are attached hereto and furnished herewith:
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Exhibit |
Description |
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| 99.1 | Press Release of the Company, dated July 14, 2014 |
SIGNATURE
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.
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GRANITE CONSTRUCTION INCORPORATED |
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By: |
/s/ Richard A. Watts |
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Richard A. Watts |
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Senior Vice President, General Counsel
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Date: |
July 17, 2014 |
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Exhibit 99.1
Granite Names Christopher S. Miller Chief Operating Officer
WATSONVILLE, Calif.--(BUSINESS WIRE)--July 14, 2014--Granite Construction Incorporated (NYSE: GVA) today announced that Christopher S. Miller has been appointed executive vice president and chief operating officer, effective August 4, 2014. In his role, Miller will be responsible for overseeing the day-to-day operations of the company, reporting directly to James H. Roberts, president and chief executive officer of Granite.
“Chris is a tremendously talented and seasoned leader with a proven track record of delivering results. His extensive industry experience and strong background in operational discipline make him uniquely qualified to oversee Granite’s day-to-day operations,” said Roberts. “We are honored to welcome Chris to the executive team and are confident that he will provide the leadership, management and vision necessary to help drive operational excellence throughout the company.”
Prior to joining Granite, Miller held a number of executive positions at CH2M HILL, including Managing Director, Global Operations; Managing Director, United Kingdom Ministry of Defense Programs; President, Government Facilities and Infrastructure Business Group; President, CH2M HILL Constructors, Inc.; and Global Business Development and Planning Director. Before CH2M HILL, Miller served as Director of Federal Programs for Jacobs Engineering.
From 1989 to 1995, Miller served in the United States Air Force and was named to key roles in the Human Systems Division, Weapons System Program Office and the Air Force Center for Environmental Excellence.
Miller holds an M.S. in Civil Engineering from the University of Texas at San Antonio and a B.A. in Biology from the University of Louisville.
About Granite
Through its offices and subsidiaries nationwide, Granite Construction Incorporated (NYSE: GVA) is one of the nation’s largest infrastructure contractors and construction materials producers. Recognized as one of the top 25 largest construction companies in the U.S., Granite specializes in complex infrastructure projects, including transportation, industrial and federal contracting, and is a proven leader in alternative procurement project delivery. Granite is an award-winning firm in Safety, Quality and Environmental Stewardship, and has been honored as one of the World’s Most Ethical Companies by Ethisphere Institute for five years in a row. For more information, visit www.graniteconstruction.com.
CONTACT:
Granite Construction Incorporated
Jacque Fourchy,
831-761-4741