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): February 10, 2016
GRANITE
CONSTRUCTION INCORPORATED
(Exact
Name of Registrant as Specified in Charter)
Delaware |
1-12911 |
77-0239383 |
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
585 West Beach Street |
(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 February 10, 2016, the Board of Directors (the “Board”) of Granite Construction Incorporated (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, elected Michael F. McNally as a new director, effective February 10, 2016. Mr. McNally will join the class of directors whose terms expire at the Company’s 2018 Annual Meeting of Shareholders, and will serve on the Company’s Audit Committee, Compensation Committee and Executive Committee.
The Board has determined that Mr. McNally meets the independence requirements of the listing standards of the New York Stock Exchange.
As a non-employee director, Mr. McNally will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2015.
The Company will enter into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. McNally. The Indemnification Agreement is in the same form as the indemnification agreement for directors 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.
There are no arrangements or understandings between Mr. McNally and any other person pursuant to which he was elected as a director. There are no transactions involving Mr. McNally that would be required to be reported under Item 404(a) of Regulation S-K.
Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are attached hereto and furnished herewith:
Exhibit |
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99.1 | Press Release of the Company, dated February 16, 2016 |
[Signature page follows.]
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 |
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By: |
/s/ Richard A. Watts |
Richard A. Watts |
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Senior Vice President, General Counsel |
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and Secretary |
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Date: |
February 16, 2016 |
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INDEX TO EXHIBITS
Exhibit |
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99.1 |
Press Release of the Company, dated February 16, 2016 |
4
Exhibit 99.1
Michael F. McNally Appointed to Granite Board of Directors
WATSONVILLE, Calif.--(BUSINESS WIRE)--February 16, 2016--Granite Construction Incorporated (NYSE: GVA) announced today that Michael F. McNally, retired president and CEO of Skanska USA Inc., has been appointed to its Board of Directors, effective February 10, 2016.
“We are extremely pleased to welcome Mike to Granite’s board of directors,” said William H. Powell, Granite’s Chairman of the Board. “His knowledge and expertise of the construction industry, coupled with his dedication to the areas of safety and sustainability, make him an ideal fit for our Board and the ongoing growth of the Company.”
McNally has more than 35 years of construction experience and an extensive background in large, complex projects in a variety of market sectors. Before joining Skanska in 1998, Mike served as Vice President of construction for Fluor Daniel’s Global Industrial Group. He currently sits on the board of directors for the US Green Building Council and was appointed by the governor of Rhode Island to the board of the Rhode Island Commerce Corporation.
Prior to retirement, he was on the national board of the ACE Mentoring Program and the Association for the Improvement of American Infrastructure. He was Co-Chair of the YMCA of Greater New York “Strong Kids” Campaign, Member of the Moles Association, Construction Industry Roundtable, Incident and Injury Free CEO Forum, and the Construction Industry Safety Initiative, Vice Chairman of New York Building Congress and member of US Chamber of Commerce “Let’s Rebuild America” leadership committee.
About Granite
Through its offices and subsidiaries nationwide, Granite Construction Incorporated (NYSE: GVA) is recognized as one of the largest diversified construction companies and construction materials producers in the U.S. Granite is an award-winning firm in safety, quality and environmental stewardship, and has been named one of the World's Most Ethical Companies for six consecutive years. For more information, visit graniteconstruction.com.
CONTACT:
Granite Construction Incorporated
Investor Relations:
Ronald
Botoff, 831-728-7532
Corporate Communications:
Jacque Fourchy,
831-761-4741