2016 Ann SH Meeting 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): May 25, 2016

 

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

_________________________________

 



 

 

Massachusetts

(State or other jurisdiction of incorporation or organization)

1-6314

(Commission file number)

04-1717070

(I.R.S. Employer Identification No.)

 

15901 Olden Street, Sylmar, California 91342-1093

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code:  (818) 362-8391

 

None

(Former name or former address, if changed since last report)

_________________________________

 

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 5.07.Submission of Matters to a Vote of Security Holders.

The 2016 Annual Meeting of Shareholders (“Annual Meeting”) for the Company was held on May 25, 2016. At the Annual Meeting, the Company’s shareholders voted on four proposals as described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2016, and cast their votes as set forth below.



Proposal 1: Election of Directors

The Company’s shareholders elected the following ten (10) individuals by the votes indicated below to serve a one-year term, expiring at the Company's 2017 Annual Meeting of Shareholders, unless he or she resigns, dies or is removed before his or her term expires, or until his or her successor has been duly elected and qualified.







 

 

 

 

 

 



 

 

 

 

 

 

Elected Directors

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Ronald N. Tutor

 

42,537,090

 

1,158,293

 

2,889,773

Peter Arkley

 

23,673,379

 

20,022,004

 

2,889,773

Sidney J. Feltenstein

 

43,080,228

 

615,155

 

2,889,773

James A. Frost

 

41,567,717

 

2,127,666

 

2,889,773

Michael R. Klein

 

23,528,823

 

20,166,560

 

2,889,773

Robert C. Lieber

 

43,050,326

 

645,057

 

2,889,773

Raymond R. Oneglia

 

36,370,181

 

7,325,202

 

2,889,773

Dale A. Reiss

 

35,790,989

 

7,904,394

 

2,889,773

Donald D. Snyder

 

22,614,532

 

21,080,851

 

2,889,773

Dickran M. Tevrizian, Jr.

 

43,050,274

 

645,109

 

2,889,773





Proposal 2: Ratification of Auditors

The Company’s shareholders ratified the retention of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Voting results on this matter were as follows:





 

 

 

 

 

 



 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

46,137,128

 

406,177

 

41,851

 

0





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Proposal 3: Amendment and Restatement of Tutor Perini’s By-laws

The Company’s shareholders approved the amendment and restatement of Tutor Perini’s by-laws to modify indemnification provisions, reduce the shareholder threshold required to call special meetings and modify other provisions to reflect best practice based on the Massachusetts Business Corporation Act. Voting results on this matter were as follows:



 

 

 

 

 

 



 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

43,568,283

 

83,904

 

43,196

 

2,889,773





Proposal 4: Shareholder Advisory Vote on Executive Compensation

The Company’s shareholders cast their votes with respect to the advisory, non-binding, vote on executive compensation as set forth below:





 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

18,321,782

 

25,324,081

 

49,520

 

2,889,773

  









3

 


 

  

SIGNATURE

 

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





 

   

Tutor Perini Corporation

   

   

Dated: May 25, 2016

By: /s/Gary G. Smalley

   

 Gary G. Smalley

 Executive Vice President and Chief Financial Officer



 



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