strl-20230503

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): May 3, 2023

STERLING INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-31993

25-1655321

(State or other jurisdiction of incorporation
or organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)

1800 Hughes Landing Blvd.

The Woodlands, Texas

77380

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (281) 214-0777


Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per share	STRL	The NASDAQ Stock Market LLC
(Title of Class)	(Trading Symbol)	(Name of each exchange on which registered)


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 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 5.03			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 3, 2023, Sterling Infrastructure, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Amendment to amend paragraph (b) of Section 4.1 of the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 38,000,000 to 58,000,000 (the “Amendment”), as approved by its shareholders at its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) discussed in more detail below under Item 5.07. The Amendment became effective as of the same date. No other changes were made to the Company’s Certificate of Incorporation. The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 5.07			Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 3, 2023 at its headquarters in The Woodlands, Texas. At the Annual Meeting, the Company’s shareholders (1) elected each of Roger A. Cregg, Joseph A. Cutillo, Julie A. Dill, Dana C. O'Brien, Charles R. Patton, Thomas M. White and Dwayne A. Wilson to serve as directors of the Company, each until the next annual meeting and the election of his or her successor; (2) approved the Amendment; (3) approved, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”); (4) approved, on an advisory basis, an advisory vote on the compensation of the Company’s named executive officers to occur every 1 year; and (5) ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for 2023. Of the 30,781,132 shares of the Company’s common stock outstanding as of the record date, 26,889,529 shares were represented in person or by proxy at the Annual Meeting. The independent inspector of elections reported the final vote of shareholders as follows:


Proposal No. 1: Election of each of the seven director nominees.

Name	For	Against	Abstain	Broker Non-Votes

Roger A. Cregg	22,449,767	667,455	21,796	3,750,511

Joseph A. Cutillo	22,970,764	146,458	21,796	3,750,511

Julie A. Dill	22,417,779	522,357	198,882	3,750,511

Dana C. O'Brien	22,424,590	698,116	16,312	3,750,511

Charles R. Patton	21,266,095	1,851,164	21,759	3,750,511

Thomas M. White	22,888,785	228,371	21,862	3,750,511

Dwayne A. Wilson	21,223,898	1,713,839	201,281	3,750,511


Proposal No. 2: Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 58,000,000 shares.

For	Against	Abstain

25,069,122	1,766,599	53,808


Proposal No. 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes

22,189,667	706,118	243,233	3,750,511


Proposal No. 4: Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

Every 1 Year	Every 2 Years	Every 3 Years	Abstain	Broker Non-Votes

20,973,366	45,016	1,910,521	210,115	3,750,511


Proposal No. 5: Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for 2023.

For	Against	Abstain

25,518,738	1,348,180	22,611

Consistent with its voting recommendation and the results of the shareholder vote on Proposal No. 4, the Board of Directors of the Company has determined that say-on-pay votes will continue to be held every 1 year until the next say-on-frequency vote, which the Company expects to hold no later than its 2029 annual meeting of shareholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
3.1						Certificate of Amendment to the Restated Certificate of Incorporation of Sterling Infrastructure, Inc.
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.


		STERLING INFRASTRUCTURE, INC.

Date:	May 3, 2023	By:	/s/ Ronald A. Ballschmiede
			Ronald A. Ballschmiede
			Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

STERLING INFRASTRUCTURE, INC.

Sterling Infrastructure, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 7, 2017 (the “Certificate of Incorporation”), as amended by the certificate of amendment filed with the Delaware Secretary of State on May 31, 2022.

2.That at a meeting of the Board of Directors (the “Board”) of the Corporation resolutions were duly adopted setting forth the following amendment (the “Amendment”) of the Certificate of Incorporation of the Corporation, declaring said Amendment to be advisable and authorizing the appropriate officers of the Corporation to deliver the Amendment to the Corporation’s stockholders for their consideration and approval at the Corporation’s 2023 Annual Meeting of Stockholders to be held on May 3, 2023 (the “2023 Annual Meeting”).

3.The Certificate of Incorporation of this Corporation be amended by:

(a) Changing paragraph “(b)” of Section 4.1 of Article IV thereof so that, as amended, said paragraph “(b)” of Section 4.1 of Article IV shall read in its entirety as follows:

“(b) The number of shares of Common Stock the Corporation has authority to issue is fifty-eight million (58,000,000) with a par value of one cent ($0.01) per share.”

4.That, pursuant to a resolution of the Board, the 2023 Annual Meeting was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary quorum was present and number of shares as required by statute were voted in favor of this Amendment.

5.This Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

6.All other provisions of the Certificate of Incorporation shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Mark D. Wolf, its General Counsel and Corporate Secretary, this 3rd day of May, 2023.


			STERLING INFRASTRUCTURE, INC. By: /s/ Mark D. Wolf Name: Mark D. Wolf Title: General Counsel and Corporate Secretary

{N4548757.2}

[Signature Page to Certificate of Amendment of Certificate of Incorporation]