Tetra Tech (NASDAQ: TTEK) names CEO Argus director after shareholder votes

Rhea-AI Filing Summary

Tetra Tech, Inc. reported results of its annual stockholder meeting and a board change. The Board of Directors appointed newly promoted Chief Executive Officer Roger R. Argus as a director, effective immediately, bringing the Board to seven members; he will not serve on any board committees.

Stockholders elected six directors, each receiving strong majority support. They also approved an advisory resolution on named executive officer compensation and an amendment to the Employee Stock Purchase Plan. In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Tetra Tech’s independent registered public accounting firm for fiscal 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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):

February 19, 2026

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-19655		95-4148514
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

3475 East Foothill Boulevard, Pasadena, California 91107

(Address of principal executive office, including zip code)

(626) 351-4664

(Registrant’s telephone number, including area code)

Not Applicable

(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, $0.01 par value		TTEK		The Nasdaq Stock Market LLC

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.

On February 19, 2026, following the annual meeting of stockholders of Tetra Tech, Inc. (the “Company”) discussed in Item 5.07 below, the Board of Directors of the Company (the “Board”) appointed Roger R. Argus as a member of the Board, effective immediately. The appointment was made in connection with Mr. Argus’ previously announced promotion to Chief Executive Officer of the Company. The Board will consist of seven members, including Mr. Argus. Mr. Argus will not serve on any committee of the Board.

Mr. Argus joined the Company more than 30 years ago, and has held increasingly responsible positions, culminating in Chief Executive Officer in February 2026. He has served as President since October 2025. He previously served as Executive Vice President, Corporate Development from November 2024 to October 2025, and President, Commercial/International Services Group from October 2023 to October 2025. Prior to this, Mr. Argus served as Senior Vice President and President, Government Services Group from October 2018 to October 2024, and President, U.S. Government Division from October 2017 to November 2024. During his tenure with the Company, he also has served as project and program manager and business unit leader.

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

On February 19, 2026, the Company held its annual meeting of stockholders for the following purposes:

	(1)	To elect six members to its Board of Directors;
	(2)	To vote on an advisory resolution to approve its named executive officers’ compensation;
	(3)	To approve an amendment to its Employee Stock Purchase Plan;
	(4)	To ratify the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for fiscal 2026; and
	(5)	To act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.

The votes cast in connection with such matters were as follows:

Election of Directors:

Name		For		Against		Abstain		Non-Votes
Dan L. Batrack		207,604,830		8,910,065		165,833		15,787,396
Gary R. Birkenbeuel		209,301,678		7,205,550		173,500		15,787,396
Jeffrey R. Feeler		211,692,635		4,862,434		125,659		15,787,396
Prashant Gandhi		188,693,342		27,760,069		227,317		15,787,396
M. Susan Hardwick		212,525,040		3,977,286		178,402		15,787,396
Kirsten M. Volpi		201,215,963		15,298,587		166,178		15,787,396

Advisory Resolution Regarding Executive Compensation:

For		Against		Abstain		Non-Votes
199,849,461		15,768,160		1,063,107		15,787,396

Amendment to the Employee Stock Purchase Plan:

For		Against		Abstain		Non-Votes
215,423,810		1,163,398		93,520		15,787,396

Appointment of PricewaterhouseCoopers LLP:

For		Against		Abstain		Non-Votes(1)
212,448,506		19,813,032		206,586		--

⁽¹⁾ This proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

2

Item 9.01. Financial Statements and Exhibits.

(d)          Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Tetra Tech has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TETRA TECH, INC.
Date: February 20, 2026	By:	/s/ Dan L. Batrack
		Dan L. Batrack
		Executive Chairman

4

FAQ

What board change did Tetra Tech (TTEK) disclose in this 8-K?

Tetra Tech disclosed that its Board appointed Roger R. Argus as a director, effective immediately. His appointment is linked to his promotion to Chief Executive Officer, and his addition brings the Board to seven members, although he will not serve on any board committees.

Who is Roger R. Argus, the new Tetra Tech (TTEK) director and CEO?

Roger R. Argus is Tetra Tech’s Chief Executive Officer and now a board member. He has been with the company for more than 30 years, holding roles including President, Executive Vice President of Corporate Development, and leadership of both commercial/international and U.S. government service groups.

What did Tetra Tech (TTEK) stockholders decide about executive compensation?

Stockholders approved an advisory resolution on named executive officer compensation with 199,849,461 votes for, 15,768,160 against, and 1,063,107 abstaining. This non-binding vote indicates broad support for the company’s current executive pay practices, based on the meeting’s reported results.

Did Tetra Tech (TTEK) stockholders approve changes to the Employee Stock Purchase Plan?

Yes. Stockholders approved an amendment to Tetra Tech’s Employee Stock Purchase Plan with 215,423,810 votes for, 1,163,398 against, and 93,520 abstaining. The filing confirms the amendment passed with a strong favorable margin at the company’s annual meeting of stockholders.

Which auditing firm did Tetra Tech (TTEK) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Tetra Tech’s independent registered public accounting firm for fiscal 2026. The vote totals were 212,448,506 for, 19,813,032 against, and 206,586 abstaining, and the proposal was classified as a routine matter allowing broker discretionary voting.

How many directors were elected to Tetra Tech’s (TTEK) Board at the annual meeting?

Stockholders elected six directors: Dan L. Batrack, Gary R. Birkenbeuel, Jeffrey R. Feeler, Prashant Gandhi, M. Susan Hardwick, and Kirsten M. Volpi. Each nominee received more votes for than against, with additional abstentions and non-votes reported in the detailed voting table.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB