8-K

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):  April 23, 2018

GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in 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)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2018, Laurel J. Krzeminski, Executive Vice President and Chief Financial Officer of Granite Construction Incorporated (the “Company”), announced her decision to retire later this year once her successor has been named. The Company has begun a search for a successor who will work with Ms. Krzeminski through an appropriate transition period.

Item 7.01.Regulation FD Disclosure

In connection with Ms. Krzeminski’s announcement, the Company issued a press release furnished hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits. The following exhibits are attached hereto and furnished herewith:

Exhibit Number	Description
99.1	Press Release of the Company, dated – April 23, 2018

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.

GRANITE CONSTRUCTION INCORPORATED
By:	/s/ Richard A. Watts
	Richard A. Watts
	Senior Vice President, General Counsel and Secretary

Date:  April 23, 2018

EX-99.1

Exhibit 99.1    

NEWS RELEASE

Granite Announces Planned Retirement of Chief Financial Officer

WATSONVILLE, Calif.--(BUSINESS WIRE)—Granite Construction Incorporated (NYSE: GVA), today announced the planned retirement of Executive Vice President and Chief Executive Officer (CFO), Laurel J. Krzeminski, in the second half of 2018. Krzeminski will continue in her role as CFO until her successor is appointed. An internal and external search is underway. Krzeminski has played an integral role in Granite’s evolution and growth over the past decade, after joining Granite as Controller in 2008, and serving as CFO since 2010.

"Laurel’s tireless effort and her passion for leading teams and driving results leaves a legacy of discipline, partnership, and improvement across Granite," said Granite President and Chief Executive Officer James H. Roberts. "Laurel’s steady and strategic hand in the CFO seat helped guide our decisions across both good and challenging periods. Her achievements will continue to bolster our future success for many years. I am confident that we will hand the reins over to a successor that, as part of our leadership team, will continue to spur Granite to new heights of sustainable growth and value creation for all of our stakeholders."

"When I came to Granite, my focus was on improved financial performance and systems, robust strategic planning, and on deepening and broadening relationships both inside Granite and with our stakeholders,” Krzeminski said. “Today, after nearly 10 of the fastest and most rewarding years of my career, I must give credit to the talented people and teams I have had the pleasure of working with and leading at Granite. My focus remains on my role as CFO through the transition, after which I look forward to more time with my family, other company board responsibilities, and personal goals."

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. As America’s Infrastructure Company, Granite specializes in complex infrastructure projects, including transportation, water, 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 nine consecutive years. Granite is listed on the New York Stock Exchange and is part of the S&P MidCap 400 Index, the MSCI KLD 400 Social Index and the Russell 2000 Index. For more information, visit graniteconstruction.com.

Granite Construction Incorporated

Investors

Ron Botoff, 831-728-7532

or

Media

Jacque Fourchy, 831-761-4741

Source: Granite Construction Incorporated