TUTOR PERINI CORP — Regulatory Filings 2019

May 24, 2019

8-K 1 tpc-20190524x8k.htm 8-K HTML document created with Certent Disclosure Management 6.29.0.1 Created on: 5/24/2019 9:28:05 AM 8-K - 2019 Annual Shareholders' Meeting Voting Results

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): May 22 , 2019

Tutor Perini Corporation

(Exact Name of Registrant as Specified in Charter)

Massachusetts (State or Other Jurisdiction of Incorporation) 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, and Zip Code)

(818) 362-8391

Registrant’s Telephone Number, Including Area Code

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))

Securities registered pursuant to Section 12(b) of the Act:

 — Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	TPC	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

The 2019 Annual Meeting of Shareholders (the “Annual Meeting”) of Tutor Perini Corporation (the “Company”) was held on May 22, 2019. At the Annual Meeting, the Company’s shareholders voted on three proposals as described in the Proxy Statement and cast their votes as set forth below.

Proposal 1: Election of Directors

The Company’s shareholders elected each of the following 1 1 nominees for director to serve a one-year term expiring at the Company's 20 20 Annual Meeting of Shareholders. The votes cast in the election of directors were as follows:



Elected Directors	Votes For	Votes Withheld	Broker Non-Votes
Ronald N. Tutor	28,216,172	16,632,036	2,888,975
Peter Arkley	17,946,926	26,901,282	2,888,975
Sidney J. Feltenstein	28,130,778	16,717,430	2,888,975
James A. Frost	29,253,427	15,594,781	2,888,975
Michael F. Horodniceanu	29,279,905	15,568,303	2,888,975
Michael R. Klein	16,565,228	28,282,980	2,888,975
Robert C. Lieber	27,088,688	17,759,520	2,888,975
Dennis D. Oklak	29,279,641	15,568,567	2,888,975
Raymond R. Oneglia	26,596,039	18,252,169	2,888,975
Dale Anne Reiss	28,689,117	16,159,091	2,888,975
Dickran M. Tevrizian, Jr.	27,669,029	17,179,179	2,888,975

Proposal 2: Ratification of Appointment of Auditors

The Company’s shareholders ratified the selection of Deloitte & Touche LLP, independent registered public accountants, as auditors of the Company for the year ending December 31, 201 9 . Voting results on this matter were as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
45,963,932	1,435,415	337,836	0

Proposal 3: Advisory (Non-binding) Vote to Approve Tutor Perini’s Named Executive Officer Compensation

The Company’s shareholders cast their votes with respect to the advisory (non-binding) vote to approve named executive officer compensation as set forth below:



Votes For	Votes Against	Abstentions	Broker Non-Votes
16,171,893	27,999,363	676,952	2,888,975

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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 2 4 , 201 9	By:	/s/ Gary G. Smalley
		Gary G. Smalley
		Executive Vice President and Chief Financial Officer

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