UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 17, 2019
Tutor Perini Corporation
(Exact Name of Registrant as Specified in its Charter)
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Massachusetts (State or Other Jurisdiction of Incorporation) | 1-6314 (Commission File Number) | 04-1717070 (I.R.S. 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:
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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2019, Tutor Perini Corporation (the “Company”) entered into a Separation Benefits Agreement (the “Agreement”) with Wendy A. Hallgren, the Company’s Executive Vice President and General Counsel. The Agreement provides for certain severance payments and benefits in the event of a termination of her employment under various circumstances specified in the Agreement. Should her employment with the Company terminate as a result of her death or disability, she would be entitled to a pro-rated annual bonus for the year of termination as well as accelerated vesting of all then outstanding equity awards. If her employment were terminated by the Company without Cause or by her for Good Reason, she would be entitled to such benefits as well as a cash payment in an amount equal to 1.5 times (or 2.0 times if such termination were in connection with a change in control) the sum of her base salary and target bonus for the year of termination as well as subsidized healthcare benefits for 24 months. The Agreement also includes indemnification protections for Ms. Hallgren.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
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.
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| Tutor Perini Corporation |
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Date: September 20, 2019 | By: | /s/ Gary G. Smalley |
| Gary G. Smalley |
| Executive Vice President and Chief Financial Officer |
