TPC Tutor Perini Corp - 8-K

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.

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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

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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

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