NYSE: TPC TUTOR PERINI CORP 8-K

Tutor Perini adopts executive deferred compensation plan with rabbi trust structure

Filed May 26, 2026 · Period ending May 20, 2026 · ~1 min read

Key Changes

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Compensation Committee approved new deferred comp plan for select executives and named officers, allowing deferrals of salary, bonuses, and cash-settled equity awards into bookkeeping accounts with immediate 100% vesting.

Item 5.02 verify on EDGAR →
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Plan may be funded through rabbi trust, but assets remain subject to creditor claims in bankruptcy or insolvency—meaning executives could lose deferred compensation if company faces financial distress.

Item 5.02 verify on EDGAR →
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Distribution options include in-service withdrawals after 2 years, lump sum 6 months after early separation, or installments up to 10 years after retirement-eligible separation (age 60 with 7 years service).

Item 5.02 verify on EDGAR →
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All 10 director nominees elected to one-year terms until 2027 annual meeting; Deloitte ratified as auditor for 2026; say-on-pay vote passed with 38.6M votes in favor.

Item 5.07 verify on EDGAR →

Summary

Tutor Perini disclosed adoption of a new executive deferred compensation plan that allows senior management and named officers to defer salary, bonuses, and cash-settled equity awards.

While participants are immediately vested in their deferrals, the plan's rabbi trust structure means deferred funds remain vulnerable to creditor claims if the company enters bankruptcy or insolvency—a meaningful risk for participating executives. For retail investors, this is primarily a governance matter rather than an immediate financial impact.

The plan doesn't create new cash obligations but does signal the company is offering additional retention tools for key executives. The creditor-subordinated structure is standard for unfunded executive plans but worth noting given construction industry cyclicality. Watch upcoming proxy filings for details on executive participation levels and amounts deferred, which will indicate how much confidence leadership has in the company's financial stability. The plan's adoption alongside routine annual meeting results (all directors elected, auditor ratified, say-on-pay approved) suggests business-as-usual governance.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~600 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

3 Added

Added Deferred Compensation Plan adoption medium

Added in current filing · verify on EDGAR →

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.

The Compensation Committee approved a new deferred compensation plan for select management and highly compensated employees, including named executive officers. The plan is unfunded and designed to comply with tax code Section 409A and ERISA requirements for executive benefit arrangements.

Show 2 minor / wording changes

Added Deferral eligibility and vesting low

Added in current filing · verify on EDGAR →

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.

Executives can defer salaries, bonuses, and cash-settled equity awards into bookkeeping accounts. Participants are immediately 100% vested in their elective deferrals and earnings, though the company may make discretionary contributions with separate vesting schedules.

Added Distribution timing options low

Added in current filing · verify on EDGAR →

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.

The plan offers flexible distribution timing: in-service distributions starting two years after earning, lump sum six months after early separation, or lump sum or installments (up to 10 years) six months after retirement-eligible separation. Retirement eligibility is defined as age 60 with seven years of service.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Tutor Perini shareholders voted to elect 10 directors, ratify Deloitte as auditor, and approve executive compensation on advisory basis.

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Added Director elections low

Added in current filing · verify on EDGAR →

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.

All 10 director nominees were elected at the Annual Meeting to serve one-year terms until the 2027 annual meeting. The slate includes 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, and Shahrokh Shah. All nominees received majority support with votes ranging from approximately 36 million to 39.5 million in favor.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

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.

Shareholders ratified Deloitte & Touche LLP as the company's independent auditor for fiscal year 2026. The proposal passed with approximately 44.9 million votes in favor, representing strong shareholder support for continuing the existing auditor relationship.

Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

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.

Shareholders approved executive compensation on an advisory basis with approximately 38.6 million votes in favor. This non-binding say-on-pay vote indicates shareholder support for the company's executive compensation practices, though approximately 952,357 votes were cast against.