Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.

On January 4, 2021, Granite Construction Incorporated (the "Company") received a letter from NYSE Regulation indicating that the New York Stock Exchange (the "NYSE") had identified that the Company had failed to hold an annual meeting during its fiscal year ended December 31, 2020 as required by Section 302 of the NYSE Listed Company Manual. The Company's 2020 annual meeting was delayed as a result of the Audit/Compliance Committee's independent investigation. The Company is working to complete and file its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 Form 10-K") and, as required by NYSE, the Company intends to hold its 2020 annual meeting as promptly as practicable after filing its 2019 Form 10-K with the Securities and Exchange Commission.




Item 8.01. Other Events.



NYSE has requested that the Company disclose on a Current Report on Form 8-K
certain corporate governance information required by Section 303A of the NYSE
Listed Company Manual that otherwise would have been included in the Company's
2020 annual meeting proxy statement. In response to this request, the Company is
providing the corporate governance information set forth below.
Director Independence. The Company's board of directors (the "Board") has
affirmatively determined that all of its directors, including Claes G. Bjork,
Molly C. Campbell, David C. Darnell, Patricia D. Galloway, David H. Kelsey, Alan
P. Krusi, Jeffrey J. Lyash, Celeste B. Mastin, Michael F. McNally and Gaddi H.
Vasquez are independent under NYSE listing standards.
Executive Sessions. The independent members of the Board meet in regularly
scheduled executive sessions presided over by the Chairman of the Board, who is
independent. At the conclusion of each board meeting, the independent directors
have an opportunity to meet in executive session. The independent directors may
schedule additional executive sessions throughout the year.
Availability of Corporate Governance Materials. Stockholders and other
interested parties may access the Company's Audit/Compliance Committee Charter,
Compensation Committee Charter, Nominating and Corporate Governance Committee
Charter and the Company's Corporate Governance Guidelines under "Corporate
Governance" in the "Investors" section of the Company's website
at www.graniteconstruction.com.
Availability of Code of Conduct. The Board has adopted a Code of Conduct for
directors, officers and employees in compliance with the NYSE Listed Company
Manual. A copy of the Code of Conduct may be found under "Core Values" in the
"Company" section of the Company's website at www.graniteconstruction.com.
Communication with Our Board. Any shareholder or other interested party wishing
to communicate with the Board, or any particular director, including the
Chairman of the Board or the Lead Director, if there is one, can do so by
following the process described in the Communications with the Board of
Directors Policy. The policy can be found under "Corporate Governance" in the
"Investors" section of the Company's website at www.graniteconstruction.com.
Forward-looking Statements
Any statements contained in this Current Report on Form 8-K that are not based
on historical facts, including statements regarding future events, occurrences,
circumstances, activities, performance, growth, demand, strategic plans,
outcomes, outlook, guidance, backlog, Committed and Awarded Projects (CAP),
results and preliminary results, constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are identified by words such as "future," "outlook,"
"assumes," "believes," "expects," "estimates," "preliminary," "anticipates,"
"intends," "plans," "appears," "may," "will," "should," "could," "would,"
"continue," and the negatives thereof or other comparable terminology or by the
context in which they are made. These forward-looking statements are estimates
reflecting the best judgment of senior management and reflect our current
expectations regarding future events, occurrences, circumstances, activities,
performance, growth, demand, strategic plans, outcomes, outlook, guidance,
backlog, CAP, results and preliminary results. These expectations may or may not
be realized. Some of these expectations may be based on beliefs, assumptions or
estimates that may prove to be incorrect. In addition, our business and
operations involve numerous risks and uncertainties, many of which are beyond
our control, which could result in our expectations not being realized or
otherwise materially affect our business, financial condition, results of
operations, cash flows and liquidity. Such risks and uncertainties include, but
are not limited to, the completion and final results of the independent
investigation of the Audit/Compliance Committee of the Board, the ultimate
geographic spread, duration and severity of the coronavirus (COVID-19) outbreak,
and the effectiveness of actions taken, or actions that may be taken, by
governmental authorities to contain the outbreak or treat its impact as well as
those described in greater detail in our filings with the Securities and
Exchange Commission, particularly those specifically described in our Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q.
Due to the inherent risks and uncertainties associated with our forward-looking
statements, the reader is cautioned not to place undue reliance on them. The
reader is also cautioned that the forward-looking statements contained herein
speak only as of the date of this Current Report on Form 8-K and, except as
required by law; we undertake no obligation to revise or update any
forward-looking statements for any reason.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses