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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): September 8, 2025
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its 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))
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, $0.01 par value | GVA | 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 (§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 September 8, 2025, the Board of Directors (the “Board”) of Granite Construction Incorporated (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed J. Timothy Romer as a director. Mr. Romer joined the class of directors whose terms expire at the Company’s 2028 Annual Meeting of Stockholders. Mr. Romer will serve on the Board’s Audit/Compliance Committee and Risk Committee. The Board has determined that Mr. Romer meets the independence requirements of the listing standards of the New York Stock Exchange.
As a non-employee director, Mr. Romer will receive compensation in the same manner as the Company’s other non-employee directors, which director compensation program is described under “Executive and Director Compensation and Other Matters” in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 24, 2025.
The Company will enter into its standard form of Indemnification Agreement (the “Indemnification Agreement”) with Mr. Romer. The Company’s form of Indemnification Agreement is attached hereto as Exhibit 10.1.
There are no arrangements or understandings between Mr. Romer and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Romer that would be required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 10.1 | | Form of Amended and Restated Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002) |
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.
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| | GRANITE CONSTRUCTION INCORPORATED |
| | | |
| | | |
| | By: | /s/ M. Craig Hall |
| | | M. Craig Hall |
| | | Executive Vice President, Chief Legal Officer and Secretary |
Date: September 8, 2025
