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):

February 27, 2014

 

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-19655

 

95-4148514

(State or other jurisdiction
of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

3475 East Foothill Boulevard, Pasadena, California  91107

(Address of principal executive office, including zip code)

 

(626) 351-4664

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

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 February 27, 2014, Tetra Tech, Inc. held its annual meeting of stockholders for the following purposes:

 

(1)

To elect nine members to its Board of Directors;

(2)

To vote on an advisory resolution to approve its executive compensation;

(3)

To approve its Executive Compensation Plan, as amended and restated;

(4)

To ratify the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for fiscal 2014; and

(5)

To act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.

 

The votes cast in connection with such matters were as follows:

 

Election of Directors:

 

Name

 

For

 

Withheld

 

Broker Non-Votes

Dan L. Batrack

 

48,665,745

 

2,586,159

 

4,720,532

Hugh M. Grant

 

45,070,816

 

6,181,088

 

4,720,532

Patrick C. Haden

 

44,766,243

 

6,485,661

 

4,720,532

J. Christopher Lewis

 

50,333,046

 

  918,858

 

4,720,532

Kimberly E. Ritrievi

 

50,808,208

 

  443,696

 

4,720,532

Albert E. Smith

 

50,803,326

 

  448,578

 

4,720,532

J. Kenneth Thompson

 

50,154,615

 

1,097,289

 

4,720,532

Richard H. Truly

 

50,805,600

 

  446,304

 

4,720,532

Kirsten M. Volpi

 

50,807,430

 

  444,474

 

4,720,532

 

Advisory Resolution Regarding Executive Compensation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

50,228,134

 

972,343

 

51,427

 

4,720,532

 

Approval of Executive Compensation Plan, as amended and restated:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

50,400,859

 

796,869

 

54,176

 

4,720,532

 

Appointment of PricewaterhouseCoopers LLP:

 

For

 

Against

 

Abstain

 

Broker Non-Votes(1)

55,312,575

 

617,813

 

42,048

 

--

 

(1) This proposal constituted a routine matter.  Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

 

2



 

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.

 

 

 

TETRA TECH, INC.

 

 

 

 

Date:

February 28, 2014

 

By:

/S/ DAN L. BATRACK

 

 

Dan L. Batrack

 

 

Chairman and Chief Executive Officer

 

3