Form 8-K - Current report

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):

July 29, 2024

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		TTEK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 2, 2024, Tetra Tech, Inc. (the “Company”) announced that John M. Douglas has been appointed to the Board of Directors of the Company (the “Board”), effective September 30, 2024, to serve until the next Annual Meeting of Stockholders or until his successor has been duly chosen and qualified. The Board will consist of seven members, including Mr. Douglas, at that time. He will serve as a member of the Compensation Committee and Nominating and Corporate Governance Committee.

Mr. Douglas, 62, most recently served as the Chief Execuive Officer of RPS Group Plc, a UK-listed consultancy delivering high-end solutions in energy transformation, water, and program management, from 2017 to 2023. He also was a member of RPS Group’s board of directors. From 2011 to 2016, Mr. Douglas served as Chief Executive Officer of Coffey International Limited, an Australian-listed consulting and engineering firm. Prior to joining Coffey, Mr. Douglas was Chief Executive Officer of Australian-listed Boral Australian Construction Materials from 2004 to 2010. He also held various leadership roles in management and planning at Boral from 1995 to 2004. He previously worked as a consultant at Boston Consulting Group from 1991 to 1995. Mr. Douglas holds a Master of Business Administration from London Business School and a Bachelor of Civil Engineering from Adelaide University. He also attended the Advanced Management Program at Harvard Business School and studied law at the University of Sydney.

Mr. Douglas will receive compensation for his service as a non-employee director in accordance with the Company’s non-employee director compensation program. Under this program, Mr. Douglas will receive (1) an annual retainer of $110,000; (2) $2,000 for each meeting attended, when the number of Board meetings during the year has exceeded eight; and (3) an annual long-term equity award with a grant date fair value of $175,000, consisting sixty percent of performance stock units and forty percent of restricted stock units, each pro-rated for the portion of time that he is expected to serve as a director of the Company before the next annual award.

In coordination with the appointment of Mr. Douglas, Joanne M. Maguire notified the Company on July 29, 2024 of her decision to retire as a member of the Board, effective September 30, 2024, the first day of the Company’s new fiscal year. Ms. Maguire did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Item 8.01.

Other Events.

On August 2, 2024, the Company issued a press release announcing the matters described in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.		Financial Statements and Exhibits.

(d)		Exhibits

		99.1   Press Release, dated August 2, 2024.
		104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 2, 2024	By:	/s/ Dan L. BATRACK
		Dan L. Batrack
		Chairman and Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

August 2, 2024

Tetra Tech Appoints John M. Douglas as New Board Member

Pasadena, California.  Tetra Tech, Inc. (NASDAQ: TTEK), a leading provider of high-end consulting and engineering services in water, environment, and sustainable infrastructure, announced today that the Board of Directors has appointed John M. Douglas as its newest Board Member. Mr. Douglas joins the Board effective September 30, 2024, and will serve on the Compensation and the Nominating and Corporate Governance Committees.

Mr. Douglas brings to Tetra Tech’s Board over 40 years of experience in global operations, leadership, strategy, and project management at public companies providing technology-enabled consulting services across a range of sectors. He most recently served as the Chief Executive Officer of RPS Group Plc, a UK-listed consultancy delivering high-end solutions in energy transformation, water, and program management, from 2017 to 2023. He also was a member of RPS Group’s board of directors.

From 2011 to 2016, Mr. Douglas served as Chief Executive Officer of Coffey International Limited, an Australian-listed consulting and engineering firm. Prior to joining Coffey, Mr. Douglas was Chief Executive Officer of Australian-listed Boral Australian Construction Materials from 2004 to 2010. He also held various leadership roles in management and planning at Boral from 1995 to 2004. He previously worked as a consultant at Boston Consulting Group from 1991 to 1995.

“Tetra Tech is pleased to welcome Mr. Douglas, who brings extraordinary experience in leading global public companies by embracing innovation and harnessing the power of technology,” said Dan Batrack, Tetra Tech Chairman and CEO. “His unique experience allows him to provide strategic insight as we address global priorities in the water, environment, and sustainable infrastructure markets.”

Mr. Douglas holds a Master of Business Administration from London Business School and a Bachelor of Civil Engineering from Adelaide University. He also attended the Advanced Management Program at Harvard Business School and studied law at the University of Sydney.

In coordination with the appointment of Mr. Douglas to the Company’s Board, Joanne M. Maguire will retire as a member of the Board, effective September 30, 2024, the first day of the Company’s new fiscal year.

Mr. Batrack said, “Tetra Tech thanks Ms. Maguire for her dedicated service to our Board and valuable contributions during a time of tremendous growth and record-breaking performance for the Company.”

About Tetra Tech

Tetra Tech is the leader in water, environment, and sustainable infrastructure, providing high-end consulting and engineering services for projects worldwide. With 28,000 employees working together, Tetra Tech provides clear solutions to complex problems by Leading with Science^® to address the entire water cycle, protect and restore the environment, design sustainable and resilient infrastructure, and support the clean energy transition. For more information about Tetra Tech, please visit tetratech.com or follow us on LinkedIn and Facebook.

CONTACTS:

Jim Wu, Investor Relations

Charlie MacPherson, Media & Public Relations

(626) 470-2844

Any statements made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements made in this release represent management’s best judgment as to what may occur in the future. However, Tetra Tech’s actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions ("Future Factors"), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section "Risk Factors" included in the Company’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission.

Cover	Jul. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Entity File Number	0-19655
Entity Registrant Name	TETRA TECH, INC.
Entity Central Index Key	0000831641
Entity Tax Identification Number	95-4148514
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3475 East Foothill Boulevard
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91107
City Area Code	626
Local Phone Number	351-4664
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TTEK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false