Granite Construction (GVA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, to be held virtually, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are distributed primarily online to reduce costs and environmental impact, with printed materials available upon request.

• Shareholders of record as of April 10, 2026, are eligible to vote; multiple voting methods are available, including online, phone, and mail.

Voting matters and shareholder proposals

• Shareholders will elect three directors for terms expiring at the 2029 annual meeting.

• Advisory vote on executive compensation (Say-on-Pay) and ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 are on the agenda.

• Shareholder proposals for the 2027 meeting must be submitted by December 24, 2026.

Board of directors and corporate governance

• Board consists of nine directors divided into three classes with staggered three-year terms.

• Nominees for election: Carlos M. Hernandez, Celeste B. Mastin, and Kyle T. Larkin.

• Board committees include Audit/Compliance, Compensation, Nominating and Corporate Governance, and Risk, all with independent directors.

• Board refreshment policies include age and term limits, and diversity is considered broadly in nominations.

• All non-employee directors are independent under NYSE standards.