Tutor Perini (TPC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• The company reported record 2025 financial results: $5.5B revenue (up 28%), $748.1M operating cash flow (up 49%), and a 177% stock price increase.

• CEO transition completed in 2025, with Gary G. Smalley succeeding Ronald N. Tutor, who remains Executive Chairman through 2026.

• Shareholder engagement led to changes in executive compensation, including reduced CEO and Executive Chairman pay and elimination of problematic pay practices.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 10 directors, (2) ratification of Deloitte & Touche LLP as auditor for 2026, (3) advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 10, 2026.

Board of directors and corporate governance

• Board consists of 10 members, majority independent, with annual elections and ongoing refreshment.

• Lead Independent Director and separation of CEO/Chairman roles enhance governance.

• Board committees (Audit, Compensation, Governance) are fully independent and meet regularly.

• Shareholder right to call special meetings and robust Code of Ethics in place.