Form 8-K - Current report

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): January 2, 2025

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)


Massachusetts	1-6314	04-1717070
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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:


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.

Appointment of Gary G. Smalley as Chief Executive Officer

On January 2, 2025, Tutor Perini Corporation (the “Company”) announced that its Board of Directors (the “Board”) has appointed Gary G. Smalley, the Company’s current President, to the position of Chief Executive Officer (“CEO”), effective January 1, 2025. Mr. Smalley succeeds Ronald N. Tutor, who transitioned to the role of Executive Chairman of the Board effective January 1, 2025, consistent with the timing of the leadership succession plan previously disclosed by the Company and reflected in Mr. Tutor’s Amended and Restated Employment Agreement, effective as of June 1, 2021.

Biographical information regarding Mr. Smalley and Mr. Tutor is incorporated herein by reference to the “Executive Officers” and “Board of Directors” sections, respectively, of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024 (the “Proxy Statement”). Mr. Smalley and Mr. Tutor will be compensated consistent with their respective employment agreements as described in the “Executive Compensation” section of the Proxy Statement.

In connection with Mr. Smalley’s appointment as CEO, the Board increased the size of the Board from nine to ten members and appointed Mr. Smalley to the Board, effective January 1, 2025. The Board plans to nominate Mr. Smalley to be elected to the Board by the shareholders at the Company’s 2025 Annual Meeting of Shareholders.

Mr. Smalley has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between Mr. Smalley and any other persons pursuant to which he was selected as an officer or director of the Company. There are no related party transactions between Mr. Smalley and the Company reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the appointment of Mr. Smalley to CEO and transition of Mr. Tutor to Executive Chairman of the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description
99.1						Press release
104						The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

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 thereunto duly authorized.



		TUTOR PERINI CORPORATION

Date:	January 2, 2025	By:	/s/ Ifigenia Protopappas
			Ifigenia Protopappas
			Corporate Secretary

News Release

Tutor Perini Announces Appointment of Gary Smalley as its New CEO

-- Ronald Tutor Will Serve as Executive Chairman of the Board through 2026 --

LOS ANGELES – (BUSINESS WIRE) – January 2, 2025 – Tutor Perini Corporation (NYSE: TPC) (the “Company”), a leading civil, building and specialty construction company, announced today that Gary Smalley has become the Company’s Chief Executive Officer and a member of its Board of Directors. Mr. Smalley, formerly President, succeeds Ronald N. Tutor who has transitioned to the role of Executive Chairman of Tutor Perini’s Board of Directors after serving as Chairman and CEO since 2008.

Prior to today’s announcement, Mr. Smalley served as President of Tutor Perini since November 2023, when the Company announced its formal succession plan under which he would succeed Mr. Tutor as CEO, effective January 1, 2025. Previously, Mr. Smalley served as Executive Vice President and Chief Financial Officer of the Company since September 2015. Before joining Tutor Perini, he held several financial management roles during nearly 24 years with Fluor Corporation (NYSE: FLR), a publicly traded multinational engineering and construction firm.

Mr. Tutor said, “Gary is an outstanding and seasoned leader, and we could not be more confident about our future with him as our new CEO. Since joining the Company nearly 10 years ago, Gary has played an instrumental role in the growth and prosperity of Tutor Perini as we have capitalized on increased infrastructure spending across our civil and building end markets and strengthened our balance sheet. Today, with a record backlog and tremendous visibility into future cash flow generation and profitability, the Company is well positioned to continue creating value for shareholders over the near and long term.”

Robert Lieber, the Company’s Lead Independent Director, remarked, “Our Board reiterates its strong confidence in Gary’s appointment to serve as Tutor Perini’s new CEO and looks forward to working with him to help guide the Company into the future. We also wish to express our deep gratitude to Ron and congratulate him on his more than 61 years of outstanding career accomplishments that have greatly improved our nation’s infrastructure while creating thousands of jobs with lasting economic benefits across the United States. It is a privilege to serve alongside such a successful and long-time leader of the construction industry.”

Mr. Smalley added, “I am truly honored to succeed Ron Tutor, an icon and giant in our industry, and step into the role of CEO of this great company. I am committed to further advancing our strategy as we execute on recent major project wins, return to profitability and pursue growth opportunities that enhance shareholder value. I would like to thank Ron for his mentorship and extraordinary leadership in establishing such a strong foundation for continued success. I look forward to continuing to work with him, the Board and our outstanding leadership team to achieve our long-term growth objectives and lead the Company to a new era of success.”

About Tutor Perini Corporation

Tutor Perini Corporation is a leading civil, building and specialty construction company offering diversified general contracting and design-build services to private customers and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large, complex projects on time and within budget, while adhering to strict quality control measures. We offer general contracting, pre-construction planning and comprehensive project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for a project. We also offer self-performed construction services including site work, concrete forming and placement, steel erection, electrical, mechanical, plumbing and heating, ventilation and air conditioning (HVAC).

Contact:

Tutor Perini Corporation

Jorge Casado, 818-362-8391

Vice President, Investor Relations & Corporate Communications

www.tutorperini.com

Cover	Jan. 02, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 02, 2025
Entity Registrant Name	Tutor Perini Corporation
Entity Incorporation, State or Country Code	MA
Entity File Number	1-6314
Entity Tax Identification Number	04-1717070
Entity Address, Address Line One	15901 Olden Street
Entity Address, City or Town	Sylmar
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91342-1093
City Area Code	(818)
Local Phone Number	362-8391
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	TPC
Security Exchange Name	NYSE
Entity Central Index Key	0000077543
Entity Emerging Growth Company	false
Amendment Flag	false