Tutor Perini (NYSE: TPC) backs directors and executive pay, adds deferred comp plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tutor Perini Corporation adopted a new Deferred Compensation Plan for a select group of management and highly compensated employees, including named executive officers. Participants can defer portions of salary, bonuses, and certain cash-settled equity awards into bookkeeping accounts that earn returns based on chosen investment alternatives.

The plan is unfunded, may use a limited rabbi trust, and allows distributions during service, after separation, at retirement eligibility, or upon death or unforeseeable emergencies, subject to specific timing rules. Shareholders also elected 10 directors to serve until the 2027 annual meeting, ratified Deloitte & Touche LLP as auditor, and gave advisory approval to executive compensation with 38,631,812 votes for and 952,357 against.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Votes for Ronald N. Tutor: 38,926,119 votes Votes for auditor ratification: 44,877,918 votes Votes for say-on-pay: 38,631,812 votes +5 more

8 metrics

Votes for Ronald N. Tutor 38,926,119 votes Election of directors proposal

Votes for auditor ratification 44,877,918 votes Ratification of Deloitte & Touche LLP for 2026

Votes for say-on-pay 38,631,812 votes Advisory approval of executive compensation

Retirement eligibility age 60 years Retirement eligibility for plan distributions

Retirement service requirement 7 years Cumulative service needed for retirement eligibility

In-service installment range 2–5 annual installments Distribution options while still in service

Post-retirement installment range 2–10 annual installments Distribution options after retirement eligibility

Death distribution timing Within 30 days Payout of account balance after participant’s death

Key Terms

Deferred Compensation Plan, rabbi trust, Section 409A, unfunded arrangement, +1 more

5 terms

Deferred Compensation Plan financial

"approved the Tutor Perini Corporation Deferred Compensation Plan (the “Plan”)"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

rabbi trust financial

"set aside assets to fund its obligations under the Plan in a limited (“rabbi”) trust"

A rabbi trust is a special account a company sets up to hold promised future pay for executives, like bonus or retirement money, so those employees can see there are funds earmarked for them. It matters to investors because it signals the company’s commitment to keep key people, but the money is still part of the company’s assets and can be claimed by creditors if the company goes bankrupt—think of it as a labeled jar that isn’t completely off-limits.

Section 409A regulatory

"intended to comply with the requirements of Section 409A of the Internal Revenue Code"

unfunded arrangement financial

"The Plan is intended to be an unfunded arrangement for eligible employees"

unforeseeable emergency financial

"A participant may also request a distribution from the Plan due to an unforeseeable emergency"

Understanding 8-K Material Events →

05/26/2026 - 01:41 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): May 20, 2026

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)


Massachusetts	1-6314	04-1717070
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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:

☐ 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 (§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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) On May 20, 2026, the Compensation Committee of the Board of Directors of Tutor Perini Corporation (the “Company”) unanimously approved the Tutor Perini Corporation Deferred Compensation Plan (the “Plan”). The Plan is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Company and its subsidiaries within the meaning of ERISA and is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

Under the Plan, eligible employees designated by the Company, including the Company’s named executive officers, may participate in the Plan to defer receipt of their cash compensation, including a percentage of their salaries, annual and long-term incentive bonuses, cash-settled restricted stock units and cash-settled performance stock units.

Elective deferrals of cash compensation are credited to a bookkeeping account established in the name of the participant. A participant is always 100% vested in their elective cash deferrals and any earnings thereon. The Company may make discretionary contributions to the Plan for selected participants and may subject such contributions to a vesting schedule.

Participant accounts will be credited with an investment return determined as if each account were invested in various investment alternatives made available by the Plan administrator and elected by the participant. The Company may set aside assets to fund its obligations under the Plan in a limited (“rabbi”) trust, subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency.

Participants may elect to receive distributions of their accounts: (i) while still in the service of the Company, in either a lump sum or in two to five annual installments, in each case beginning no earlier than two years after such amounts were earned; (ii) upon a separation from service prior to reaching retirement eligibility (which is age 60 with at least seven years of cumulative service), in a lump sum paid no earlier than six months after separation from service; or (iii) upon a separation from service on or after reaching retirement eligibility, in either a lump sum or in two to 10 annual installments, in each case beginning no earlier than six months after separation from service. In addition, a participant’s account balance will be distributed within 30 days following the participant’s death, without regard to any participant election. A participant may also request a distribution from the Plan due to an unforeseeable emergency, subject to the approval of the Plan administrator.

The foregoing summary of the Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026, and is incorporated herein by this reference.

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

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 10 nominees for director to serve until the Company's 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The final voting results for the election of directors were as follows:


Elected Directors	Votes For	Votes Against	Abstentions	Broker Non-Votes
Ronald N. Tutor	38,926,119	917,257	23,857	5,960,026
Gary G. Smalley	39,410,176	436,392	20,665	5,960,026
Peter Arkley	38,956,354	891,377	19,502	5,960,026
Jigisha Desai	36,091,008	3,755,431	20,794	5,960,026
Sidney J. Feltenstein	39,169,454	675,126	22,653	5,960,026
Robert C. Lieber	39,067,451	775,638	24,144	5,960,026
Dennis D. Oklak	39,483,643	359,446	24,144	5,960,026
Raymond R. Oneglia	38,220,426	1,622,382	24,425	5,960,026
Dale Anne Reiss	38,815,159	1,028,579	23,495	5,960,026
Shahrokh (“Rock”) Shah	39,522,340	318,864	26,029	5,960,026

Proposal 2: Ratification of Appointment of Independent Auditor

The Company's shareholders ratified the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as independent auditors of the Company for the year ending December 31, 2026. The final voting results on this proposal were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
44,877,918	937,200	12,141	0

Proposal 3: Approval of the Compensation of the Company’s Named Executive Officers on an Advisory (Non-binding) Basis

The Company’s shareholders cast their votes with respect to the approval of the compensation of the Company's named executive officers on an advisory (non-binding) basis. The final voting results on this proposal were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
38,631,812	952,357	283,064	5,960,026

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 thereunto duly authorized.



		TUTOR PERINI CORPORATION

Date:	May 26, 2026	By:	/s/ Ifigenia Protopappas
			Ifigenia Protopappas
			Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What deferred compensation plan did Tutor Perini (TPC) approve?

Tutor Perini approved a new Deferred Compensation Plan for select managers and highly compensated employees. It lets participants defer salary, bonuses, and certain cash-settled equity awards into bookkeeping accounts that earn returns based on investment options, with distributions governed by detailed timing and vesting rules.

Who is eligible to participate in Tutor Perini’s new Deferred Compensation Plan?

Eligibility is limited to select management and highly compensated employees of Tutor Perini and its subsidiaries. Participants, including named executive officers, are designated by the company and may defer portions of cash compensation into plan accounts that are always fully vested as to elective deferrals.

How and when can Tutor Perini (TPC) executives receive deferred compensation distributions?

Participants may elect distributions while still employed, after separation before retirement eligibility, or after reaching retirement eligibility, with lump-sum or installment options. Payments start no earlier than two years after earning for in-service payouts or at least six months after separation, subject to plan terms.

Did Tutor Perini (TPC) shareholders approve all director nominees at the annual meeting?

Yes. Shareholders elected 10 director nominees to serve until the 2027 annual meeting. For example, Ronald N. Tutor received 38,926,119 votes for and 917,257 against, while Shahrokh “Rock” Shah received 39,522,340 votes for and 318,864 against, with broker non-votes recorded separately.

Which auditor did Tutor Perini (TPC) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as Tutor Perini’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 44,877,918 shares for, 937,200 against, and 12,141 abstentions, with no broker non-votes reported on this proposal.

How did Tutor Perini (TPC) shareholders vote on executive compensation?

On an advisory, non-binding basis, shareholders approved compensation for named executive officers. The vote recorded 38,631,812 shares for, 952,357 against, and 283,064 abstentions, with 5,960,026 broker non-votes, indicating broad but not unanimous support for the current pay practices.

Filing Exhibits & Attachments

3 documents