8-K
Sterling Infrastructure, Inc. (STRL)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 8-K |
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2021
| STERLING CONSTRUCTION COMPANY, INC. | ||||||
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| (Exact name of registrant as specified in its charter) | ||||||
| Delaware | 001-31993 | 25-1655321 | ||||
| (State or other jurisdiction of incorporation<br>or organization) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) | ||||
| 1800 Hughes Landing Blvd.<br><br>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: | |||||
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| 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: | |||
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| ☐ | 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). | ||||
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| 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. | ☐ | |||
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| Item 5.02 | ||||||
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| (d) On August 31, 2021, the Board of Directors (the “Board”) of Sterling Construction Company, Inc. (the “Company”) elected Julie Dill as a director effective September 1, 2021. In connection with Ms. Dill’s election, the Board has appointed Ms. Dill as a member of the Audit Committee and to the Compensation and Talent Development Committee of the Board. The Board determined that Ms. Dill qualifies as “independent” in accordance with the director independence standards of NASDAQ. Ms. Dill filled the vacancy on the Board following the Company’s 2021 annual meeting of stockholders as previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 24, 2021 (the “2021 Proxy Statement”). Ms. Dill will serve until the Company's next annual meeting of stockholders and until her successor is elected and qualified.The election of Ms. Dill was not pursuant to any arrangement or understanding between Ms. Dill and any third party. As of the date of this report, neither Ms. Dill, nor any of her immediate family members, is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K.Ms. Dill will be compensated consistent with the standard compensation program for non-employee directors, which includes a combination of cash and equity-based incentive compensation, which is described in the Company’s 2021 Proxy Statement. In connection with her appointment to the Board, Ms. Dill received a pro-rated award of shares of restricted common stock valued at 66,667.A copy of the Company’s press release issued on September 1, 2021, regarding Ms. Dill’s election is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. |
All values are in US Dollars.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit Number | Description | ||||
|---|---|---|---|---|---|
| 99.1 | Press release, dated September 1, 2021 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| SIGNATURES | |||||
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| 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 CONSTRUCTION COMPANY, INC. | ||||
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| Date: | September 1, 2021 | By: | /s/ Ronald A. Ballschmiede | ||
| Ronald A. Ballschmiede | |||||
| Chief Financial Officer |
Document
Exhibit 99.1
NEWS RELEASE
For Immediate Release:
September 1, 2021
STERLING CONSTRUCTION COMPANY, INC. ANNOUNCES ELECTION OF
JULIE DILL TO ITS BOARD OF DIRECTORS
THE WOODLANDS, TX – September 1, 2021 – Sterling Construction Company, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced the election of Julie Dill to its Board of Directors, enlarging the Board to eight members, effective immediately. Ms. Dill was also appointed to the Audit Committee and to the Compensation and Talent Development Committee. Her initial term will expire at the next Annual Meeting of Stockholders.
Ms. Dill has 36 years of executive experience in large public companies, as both an executive and a board member. Prior to her retirement in 2017, Ms. Dill held leadership positions at leading companies including Shell, Duke Energy and Spectra Energy. Her leadership positions included Chief Communications Officer, along with several division President and division CEO and CFO roles. She has served on three public company boards, as a member of the audit, EH&S, compensation and governance committees, and also as the Chair of audit, compensation and EH&S committees.
Ms. Dill earned a Bachelor’s degree in Business Administration from New Mexico State University. She has also completed the Advanced Management Program at Harvard Business School and earned the National Association of Corporate Directors NACD Directorship Certification®.
“On behalf of the management team and the entire Sterling Construction Board, I am extremely pleased to welcome Julie as our newest director,” said Sterling’s Chief Executive Officer, Joe Cutillo. “Her extensive background and experience, in both an executive and board capacity, will provide a valuable, fresh perspective to our Board. Having a Board of Directors with diverse backgrounds, skills and relationships is a tremendous resource for our management team and we are very much looking forward to beginning our working relationship.”
Sterling Construction Company, Inc. operates through a variety of subsidiaries within three segments specializing in Heavy Civil, Specialty Services and Residential projects in the United States (the “U.S.”), primarily across the southern U.S., the Rocky Mountain States, California and Hawaii, as well as other areas with strategic construction opportunities. Heavy Civil includes infrastructure and rehabilitation projects for highways, roads, bridges, airfields, ports, light rail, water, wastewater and storm drainage systems. Specialty Services projects include land development activities (including site excavation and drainage, drilling and blasting for excavation), foundations for multi-family homes, parking structures and other commercial concrete projects. Residential projects include concrete foundations for single-family homes. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life.
| Contact:<br><br>Sterling Construction Company, Inc.<br><br>Ron Ballschmiede, Chief Financial Officer<br><br>281-214-0777 | Investor Relations Counsel:<br><br>The Equity Group Inc.<br><br>Jeremy Hellman, CFA 212-836-9626<br><br>Adam Prior 212-836-9606 |
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