TUTOR PERINI CORP 8-K

What Happened

• On May 20, 2026, Tutor Perini Corporation’s Compensation Committee unanimously approved the Tutor Perini Corporation Deferred Compensation Plan, an unfunded arrangement for a select group of management and highly compensated employees (including named executive officers) to defer cash compensation (salary, annual and long‑term cash bonuses, cash‑settled RSUs and PSUs).
• At the Company’s annual meeting, shareholders elected all 10 director nominees to serve until the 2027 annual meeting and voted to (i) ratify Deloitte & Touche LLP as independent auditors and (ii) approve the executive compensation on an advisory (non‑binding) basis.

Key Details

• Plan mechanics: elective cash deferrals are credited to participant bookkeeping accounts; participants are 100% vested in elective deferrals and earnings. The Company may make discretionary employer contributions that can be subject to a vesting schedule.
• Distribution timing: participants may elect lump sum or installments with restrictions (earliest in‑service distributions no sooner than two years after amounts were earned; separations before retirement eligible paid no earlier than six months after separation; death distributions within 30 days). Unforeseeable emergency distributions possible with administrator approval.
• Funding and security: the Company may fund obligations via a limited (“rabbi”) trust, but assets would remain subject to the Company’s creditors in bankruptcy.
• Shareholder votes: all ten nominees were elected — Ronald N. Tutor; Gary G. Smalley; Peter Arkley; Jigisha Desai; Sidney J. Feltenstein; Robert C. Lieber; Dennis D. Oklak; Raymond R. Oneglia; Dale Anne Reiss; Shahrokh (“Rock”) Shah. For votes for nominees ranged roughly from 36,091,008 to 39,522,340 votes. Auditor ratification passed with 44,877,918 votes for. Advisory say‑on‑pay received 38,631,812 votes for, 952,357 against, with 5,960,026 broker non‑votes.

Why It Matters

• The deferred compensation plan gives the company a tool to help retain and compensate senior executives and high earners, enabling tax‑deferred timing of cash pay and flexible distribution options. The use of a rabbi trust provides limited security but does not protect participants in a bankruptcy.
• Re‑election of the full board slate and ratification of the auditor signal continuity in governance and audit oversight. The non‑binding say‑on‑pay passed by a large margin, indicating shareholder support for the Company’s executive compensation approach.