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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 7, 2010
GRANITE CONSTRUCTION INCORPORATED
(Exact name of registrant as specified in its charter)
 
         
Delaware   1-12911   77-0239383
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)
incorporation)        
 
585 West Beach Street
Watsonville, California 95076
(Address of principal executive offices) (Zip Code)
 
(831) 724-1011
Registrant’s telephone number, including area code
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):
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     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
     On May 7, 2010, Granite Construction Incorporated (the “Company”) held its 2010 Annual Meeting of Shareholders in Seaside, California. The final results of voting on each of the matters submitted to a vote of the shareholders at the annual meeting are as follows:
     1. The election of four director nominees to serve for the ensuing three-year term and until their successors are elected and qualified:
                                 
                            Broker
Nominee   For   Against   Abstain   Non-Votes
 
                               
William G. Dorey
    29,252,375       826,212       43,459       3,906,455  
Rebecca A. McDonald
    28,587,484       1,503,223       31,339       3,906,455  
William H. Powell
    29,146,002       925,705       50,339       3,906,455  
Claes G. Bjork
    29,270,559       779,871       71,616       3,906,455  
     2. Approval of the Granite Construction Incorporated Employee Stock Purchase Plan and the reservation and issuance of up to 2,200,000 shares of the Company’s common stock under it. The plan provides a means for Granite employees to purchase shares of Granite’s common stock at reduced prices:
             
For   Against   Abstain   Broker Non-Votes
 
           
29,154,288   677,469   290,289   3,906,455
     3. Approval of the Granite Construction Incorporated Annual Incentive Plan. This plan replaces the short term cash component of the Corporate Incentive Plan and the Corporate and Division Incentive Plan and sets the performance goals and maximum award payable under the plan in order to preserve a federal income tax deduction which is eliminated unless annual compensation to Granite’s CEO and four most highly paid executive officers (other than the CEO and CFO) is paid on the attainment of certain performance-based goals:
             
For   Against   Abstain   Broker Non-Votes
             
29,071,057   722,319   328,670   3,906,455
     4. Approval of the Granite Construction Incorporated Long Term Incentive Plan. This plan replaces the long term stock-based component of the Corporate Incentive Plan and the Corporate and Division Incentive Plan and sets the performance goals and maximum award payable under the plan in order to preserve a federal income tax deduction which is eliminated unless annual compensation to Granite’s CEO and four most highly paid executive officers (other than the CEO and CFO) is paid on the attainment of certain performance-based goals:
             
For   Against   Abstain   Broker Non-Votes
             
28,988,199   818,956   314,891   3,906,455

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     5. Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2010:
         
For   Against   Abstain
         
32,970,448   1,015,791   42,262
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
 
 
Date: May 11, 2010  By:   /s/ Michael Futch    
    Michael Futch   
    Vice President, General Counsel and
Secretary 
 
 

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