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STERLING INFRASTRUCTURE, INC. Proxy Solicitation & Information Statement 2020

Mar 25, 2020

30705_rns_2020-03-25_c0d1e05d-3290-4e9f-b6a8-1ce83575c018.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d880463ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under §240.14a-12

STERLING CONSTRUCTION COMPANY, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 06, 2020

STERLING CONSTRUCTION COMPANY, INC. Meeting Type: Annual Meeting
For holders as of: March 12, 2020
Date: May 06, 2020 Time: 8:30 AM CDT
Location: 1800 Hughes Landing
Blvd.
Suite 250
The Woodlands, TX 77380
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice
to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy
(see reverse side).
We encourage you to access and review all of the
important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy
Statement 2. Annual Report
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the
following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
* If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent
to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 24, 2020 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.
Vote By Mail: You
can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

Voting items

The Board of Directors recommends you vote FOR the following proposal (s):

  1. Election of Directors

Nominees

1A Roger A. Cregg

1B Joseph A. Cutillo

1C Marian M. Davenport

1D Raymond F. Messer

1E Dana C. O’Brien

1F Charles R. Patton

1G Thomas M. White

The Board of Directors recommends you vote FOR the following proposal (s):

2 To approve, on an advisory basis, the compensation of our named executive officers

Voting items Continued

| 3 To ratify the appointment of Grant Thornton LLP as our independent registered
public accounting firm for 2020 |
| --- |
| NOTE: To transact such other business as may properly come before the meeting. |

Voting Instructions