$STRL·8-K

STERLING INFRASTRUCTURE, INC. · May 7, 5:25 PM ET

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STERLING INFRASTRUCTURE, INC. 8-K

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Sterling Infrastructure, Inc. Reports Annual Meeting Voting Results

What Happened Sterling Infrastructure, Inc. (STRL) filed an 8-K on May 7, 2026 reporting the results of its annual meeting. Stockholders elected eight directors — William T. Bosway, Roger A. Cregg, Joseph A. Cutillo, Julie A. Dill, Dana C. O'Brien, B. Andrew Rose, David S. Schulz, and Dwayne A. Wilson — approved, on an advisory basis, the compensation of the company’s named executive officers, and ratified Grant Thornton, LLP as the company’s independent registered public accounting firm for 2026. The report was signed by CFO Nicholas Grindstaff.

Key Details

  • Shares outstanding as of the record date: 30,680,734; shares represented at the meeting: 26,932,290.
  • Director election vote highlights (For / Against / Abstain / Broker non-votes):
    • William T. Bosway: 22,914,525 / 422,190 / 40,019 / 3,555,556
    • Dwayne A. Wilson: 21,765,515 / 1,570,939 / 40,280 / 3,555,556 (largest dissent among nominees)
    • Other directors were elected with a majority of votes in favor.
  • Advisory (say-on-pay) vote: 22,928,914 For / 378,371 Against / 69,449 Abstain / 3,555,556 Broker non-votes.
  • Ratification of auditor (Grant Thornton, LLP): 26,409,641 For / 500,771 Against / 21,878 Abstain.

Why It Matters The filing confirms board continuity and the company's governance outcomes for 2026: the incumbent slate of directors remains in place, shareholders gave non-binding approval to executive compensation, and the company’s auditor was ratified. Investors should note the voting turnout (about 87.8% of shares represented) and that one nominee (Dwayne A. Wilson) received a relatively higher level of opposition, which could be a signal of shareholder concern but did not prevent election. There were no disclosures of leadership changes, financial results, or transactions in this report.

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