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

GRANITE CONSTRUCTION INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		1-12911		77-0239383
(State or other jurisdiction of		(Commission File Number)		(IRS Employer Identification No.)
incorporation)

585 West Beach Street
Watsonville, California 95076
(Address of principal executive offices) (Zip Code)

(831) 724-1011
Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

     On May 7, 2010, Granite Construction Incorporated (the “Company”) held its 2010 Annual Meeting of Shareholders in Seaside, California. The final results of voting on each of the matters submitted to a vote of the shareholders at the annual meeting are as follows:

     1. The election of four director nominees to serve for the ensuing three-year term and until their successors are elected and qualified:

														Broker
Nominee		For				Against				Abstain				Non-Votes
William G. Dorey			29,252,375				826,212				43,459				3,906,455
Rebecca A. McDonald			28,587,484				1,503,223				31,339				3,906,455
William H. Powell			29,146,002				925,705				50,339				3,906,455
Claes G. Bjork			29,270,559				779,871				71,616				3,906,455

     2. Approval of the Granite Construction Incorporated Employee Stock Purchase Plan and the reservation and issuance of up to 2,200,000 shares of the Company’s common stock under it. The plan provides a means for Granite employees to purchase shares of Granite’s common stock at reduced prices:

For		Against		Abstain		Broker Non-Votes
29,154,288		677,469		290,289		3,906,455

     3. Approval of the Granite Construction Incorporated Annual Incentive Plan. This plan replaces the short term cash component of the Corporate Incentive Plan and the Corporate and Division Incentive Plan and sets the performance goals and maximum award payable under the plan in order to preserve a federal income tax deduction which is eliminated unless annual compensation to Granite’s CEO and four most highly paid executive officers (other than the CEO and CFO) is paid on the attainment of certain performance-based goals:

For		Against		Abstain		Broker Non-Votes
29,071,057		722,319		328,670		3,906,455

     4. Approval of the Granite Construction Incorporated Long Term Incentive Plan. This plan replaces the long term stock-based component of the Corporate Incentive Plan and the Corporate and Division Incentive Plan and sets the performance goals and maximum award payable under the plan in order to preserve a federal income tax deduction which is eliminated unless annual compensation to Granite’s CEO and four most highly paid executive officers (other than the CEO and CFO) is paid on the attainment of certain performance-based goals:

For		Against		Abstain		Broker Non-Votes
28,988,199		818,956		314,891		3,906,455

     5. Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2010:

For		Against		Abstain
32,970,448		1,015,791		42,262

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 hereunto duly authorized.