Granite Construction (NYSE: GVA) holders approve directors and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Granite Construction Incorporated reported the results of its Annual Meeting of Stockholders held on June 4, 2026. A total of 39,613,581 shares of common stock were present or represented by proxy, representing 90.55% of shares outstanding as of the April 10, 2026 record date.

Stockholders elected Carlos M. Hernandez, Kyle T. Larkin and Celeste B. Mastin to the Board of Directors for terms ending at the 2029 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 39,613,581 shares Participation rate: 90.55% Votes for Hernandez: 35,382,639 For +4 more

7 metrics

Shares represented 39,613,581 shares Present or by proxy at June 4, 2026 Annual Meeting

Participation rate 90.55% Portion of shares outstanding as of April 10, 2026 record date

Votes for Hernandez 35,382,639 For Election of director Carlos M. Hernandez

Votes for Larkin 36,400,650 For Election of director Kyle T. Larkin

Votes for Mastin 34,744,741 For Election of director Celeste B. Mastin

Say-on-pay For votes 36,462,738 For Advisory vote on executive compensation

Auditor ratification For votes 38,361,352 For Ratification of PricewaterhouseCoopers LLP

Key Terms

record date, broker non-votes, independent registered public accounting firm, advisory basis

4 terms

record date financial

"shares outstanding as of the April 10, 2026 record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"the compensation of the Company’s named executive officers was approved on an advisory basis"

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Understanding 8-K Material Events →

06/05/2026 - 05:03 PM

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): June 4, 2026

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:

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

The Company held its Annual Meeting on June 4, 2026. A total of 39,613,581 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing 90.55% of the Company’s shares outstanding as of the April 10, 2026 record date. The final results of voting on each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows:


1.			The election of three director nominees for a term set to expire at the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified:


Nominee	For	Against	Abstain	Broker Non-Votes
Carlos M. Hernandez	35,382,639	1,430,055	32,802	2,768,085
Kyle T. Larkin	36,400,650	425,134	19,712	2,768,085
Celeste B. Mastin	34,744,741	1,983,229	117,526	2,768,085


2.			Advisory vote on the compensation of the Company’s named executive officers:


For	Against	Abstain	Broker Non-Votes
36,462,738	324,877	57,881	2,768,085


3.			Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:


For	Against	Abstain	Broker Non-Votes
38,361,352	1,143,968	108,261	—

Pursuant to the foregoing votes, Mr. Hernandez, Mr. Larkin and Ms. Mastin were elected to serve on the Company’s Board of Directors for a term set to expire at the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified, the compensation of the Company’s named executive officers was approved on an advisory basis and the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was ratified.

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

			By:			/s/ M. Craig Hall
						M. Craig Hall
						Executive Vice President, Chief Legal Officer and Secretary

Date: June 5, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Granite Construction (GVA) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on director elections, executive pay and the auditor. They elected three directors to terms ending at the 2029 Annual Meeting, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm.

How many Granite Construction (GVA) shares were represented at the 2026 Annual Meeting?

A total of 39,613,581 Granite Construction common shares were present or represented by proxy. This represented 90.55% of shares outstanding as of the April 10, 2026 record date, indicating a high level of shareholder participation in the Annual Meeting.

Which directors were elected to Granite Construction’s board at the 2026 meeting?

Stockholders elected Carlos M. Hernandez, Kyle T. Larkin and Celeste B. Mastin. Each will serve on the Board of Directors until the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified, based on the voting results disclosed.

Was Granite Construction’s executive compensation approved by stockholders in 2026?

Yes, stockholders approved the compensation of Granite Construction’s named executive officers on an advisory basis. The say-on-pay vote received more votes “For” than “Against” or “Abstain,” indicating overall support for the current executive compensation program.

Which audit firm did Granite Construction stockholders ratify at the 2026 Annual Meeting?

Stockholders ratified PricewaterhouseCoopers LLP as Granite Construction’s independent registered public accounting firm. The ratification vote showed more votes in favor than against or abstaining, confirming shareholder support for continuing with PricewaterhouseCoopers LLP as the external auditor.

What level of shareholder turnout did Granite Construction (GVA) have for the April 10, 2026 record date?

For the April 10, 2026 record date, 39,613,581 shares were present or represented, equal to 90.55% of shares outstanding. This turnout figure reflects the proportion of eligible shares participating in the 2026 Annual Meeting voting process.

Filing Exhibits & Attachments

3 documents