Granite Construction Inc
3 nominees · 3 ballot items.
Elect three directors for terms expiring 2029; advisory vote to approve executive compensation (Say-on-Pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.
Follow how the vote landed and what changed on Granite Construction Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect three nominees—Carlos M. Hernandez, Celeste B. Mastin, and Kyle T. Larkin—to the Board for terms expiring at the 2029 annual meeting.
- 2
Advisory Vote on Executive Compensation
ManagementBoard: FORNon-binding, annual 'Say on Pay' advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement.
More detail
The proposal requests a non-binding advisory approval of the company’s Named Executive Officers’ compensation as disclosed in the proxy. Management seeks shareholder endorsement of its pay-for-performance compensation program, which includes base salary, annual incentives tied to EBITDA, operating cash flow and safety multipliers, and long-term incentives tied to relative TSR and RONA with both performance and time-based RSUs. The board recommends approval, arguing the program aligns pay with performance, is competitive with peer market practices, includes risk-mitigating features such as caps and clawback policy, and that prior say-on-pay votes (approx. 95% approval in 2024) support current compensation practices. A sophisticated evaluation should weigh the strength of the company’s disclosed metrics and outcomes (notably robust TSR and RONA payouts for recent cycles), potential governance concerns (CEO also up for election; insider influence), and whether disclosed adjustments to performance measures (exclusions for legal fees, acquisitions) materially affect pay outcomes.
- 3
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit/Compliance Committee's appointment of PricewaterhouseCoopers LLP as Granite's independent registered public accounting firm for fiscal year ending December 31, 2026.
Nominees on the ballot3
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 4,628,611 | $555M |
| 2 | FMR LLC | 5.9% | 2,586,216 | $310M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 2,401,524 | $288M |
| 4 | STATE STREET CORP | 5.1% | 2,244,755 | $269M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,952,910 | $234M |
| 6 | FIRST TRUST ADVISORS LP | 3.2% | 1,395,296 | $167M |
| 7 | FMR LLC | 3.2% | 1,380,793 | $166M |
| 8 | BlackRock, Inc. | 2.9% | 1,263,339 | $151M |
| 9 | FRONTIER CAPITAL MANAGEMENT CO LLC | 2.7% | 1,187,736 | $142M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.7% | 1,159,390 | $139M |
Other Industrials sector meetings6
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Frequently asked questions
- When is the Granite Construction Inc 2026 annual meeting?
- Granite Construction Inc (GVA) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.
- What is the record date for the Granite Construction Inc 2026 meeting?
- The record date for the Granite Construction Inc 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Granite Construction Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Granite Construction Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Granite Construction Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Granite Construction Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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