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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):
March 26, 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 March 26, 2026, Tetra Tech,
Inc. (the “Company”) announced that Eric W. Thornburg has been appointed to the Board of Directors of the Company (the “Board”),
effective March 30, 2026, to serve until the next Annual Meeting of Stockholders or until his successor has been duly chosen and qualified.
The Board will consist of eight members, including Mr. Thornburg, at that time. Mr. Thornburg will serve as a member of the Compensation
Committee and Nominating and Corporate Governance Committee.
Mr. Thornburg, 65, most recently
served as the Chief Executive Officer of H20 America (previously SJW Group) from 2017 to 2025 and Chair of the Board of Directors from
2018 to 2026. Prior to joining H20 America, he served as Chief Executive Officer of Connecticut Water Service from 2006 to 2017 and Chair
of the Board of Directors from 2007 to 2017. Mr. Thornburg previously was Vice President of American Water Works Corporation from 2003
to 2006 and President of Missouri American Water from 2001 to 2003. He holds a B.A. degree in Biology and Business from Cornell University
and an M.B.A. from Indiana Wesleyan University.
Mr. Thornburg will receive
compensation for his service as a non-employee director in accordance with the Company’s non-employee director compensation program.
Under this program, he will receive (1) an annual retainer of $110,000; (2) $2,000 for each meeting attended, when the number of Board
meetings during the year has exceeded eight; and (3) an annual long-term equity award with a grant date fair value of $175,000, consisting
sixty percent of performance stock units and forty percent of restricted stock units, each pro-rated for the portion of time that he is
expected to serve as a director of the Company before the next annual award.
On March 26, 2026, the Company
issued a press release announcing the matters described in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated
by reference herein.
| Item 9.01. |
Financial Statements and Exhibits. |
| |
99.1 |
Press Release, dated March 26, 2026. |
| |
|
|
| |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
TETRA TECH, INC. |
| |
|
| Date: March 26, 2026 |
By: |
/s/ Dan L. Batrack |
| |
|
Dan L. Batrack |
| |
|
Executive Chairman |
Exhibit 99.1
 | NEWS RELEASE
March 26, 2026
|
Tetra Tech Appoints
Eric W. Thornburg to its Board of Directors
Pasadena, California.
Tetra Tech, Inc. (NASDAQ: TTEK), a leading provider of high-end consulting and engineering services in water, environment,
and sustainable infrastructure, announced today that Eric W. Thornburg, recently retired Chief Executive Officer of H20 America, has
been appointed to the Company’s Board of Directors, effective March 30, 2026. Mr. Thornburg will serve on the Compensation Committee
and the Nominating and Corporate Governance Committee.
Mr. Thornburg brings
more than 40 years of operational and strategic leadership in the water industry. He most recently served as Chair, President and CEO
of H20 America (previously SJW Group), a network of local water and wastewater utilities serving more than 1.6 million people across
the country. Prior to H20 America, Mr. Thornburg served as Chief Executive Officer of Connecticut Water Service.
“Eric brings
deep leadership experience across diverse water utilities, with a track record of operational excellence, delivering growth and sustainable
value to investors, and significant leadership team building and development,” said Dan Batrack, Tetra Tech Executive Chairman.
“His insight into critical and resilient water infrastructure will benefit our focus on the water market.”
Mr. Thornburg began
his career at American Water Works Corporation, developing expertise in all facets of water utility operations. He holds a B.A. degree
in Biology and Business from Cornell University and an M.B.A. from Indiana Wesleyan University.
About Tetra
Tech
Tetra Tech
is the leader in water, environment and sustainable infrastructure, providing high-end consulting and engineering services for projects
worldwide. With more than 25,000 employees working together, Tetra Tech provides clear solutions to complex problems by Leading with
Science® to address the entire water cycle, protect and restore the environment, and design sustainable and resilient
infrastructure. For more information about Tetra Tech, please visit tetratech.com or follow us on LinkedIn and Facebook.
CONTACTS:
Jim Wu, Investor
Relations
Charlie MacPherson,
Media & Public Relations
(626) 470-2844
Any statements
made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements made in
this release represent management’s best judgment as to what may occur in the future. However, Tetra Tech’s actual outcome
and results are not guaranteed and are subject to certain risks, uncertainties and assumptions ("Future Factors"), and may
differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially
from such forward-looking statements, see the discussion under the section "Risk Factors" included in the Company’s Form
10-K and Form 10-Q filings with the Securities and Exchange Commission.