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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): February 21, 2024

Sterling Infra Inc Logo_4C.jpg
STERLING INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3199325-1655321
(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 shareSTRLThe 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 21, 2024, the Board of Directors (the “Board”) of Sterling Infrastructure, Inc. (the “Company”) increased the size of the Board and appointed William T. “Bill” Bosway as a director effective March 7, 2024. In connection with Mr. Bosway’s election, the Board has appointed Mr. Bosway as a member of each of the Audit Committee and the Corporate Governance & Nominating Committee of the Board. The Board determined that Mr. Bosway has no material relationship with the Company and qualifies as “independent” in accordance with the director independence standards of NASDAQ, as well as satisfies the additional director qualifications for members of the Audit Committee as set forth in the applicable NASDAQ listing standards and SEC rules. Mr. Bosway will serve until the Company's 2024 annual meeting of shareholders and until his successor is elected and qualified.
The election of Mr. Bosway was not pursuant to any arrangement or understanding between Mr. Bosway and any third party. As of the date of this report, neither Mr. Bosway, nor any of his 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.
The Company’s board is now comprised of eight directors, including seven independent directors.
Mr. Bosway 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 definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 24, 2023 under the heading “Director Compensation.” In connection with his appointment to the Board, Mr. Bosway will receive a pro-rated award of shares of restricted common stock with a target value of $22,500, with the number of shares determined based on the Company’s closing price on March 7, 2024.
A copy of the Company’s press release issued on February 22, 2024, regarding Mr. Bosway’s election, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits
Exhibit Number Description
99.1
104Cover 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:
February 22, 2024
By:/s/ Ronald A. Ballschmiede
  Ronald A. Ballschmiede
  Chief Financial Officer




NEWS RELEASE For Immediate Release: February 22, 2024 Sterling Announces Election of William Bosway to its Board of Directors THE WOODLANDS, TX – February 22, 2024 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced the election of William T. Bosway to its Board of Directors, enlarging the Board to eight members, effective March 7, 2024. Mr. Bosway was appointed to the Audit Committee and the Corporate Governance & Nominating Committee. Mr. Bosway has experience in large public manufacturing and distribution companies as an executive and a board member. He has served as Chief Executive Officer and Chairman of the Board of Gibraltar Industries, Inc. (NASDAQ: ROCK) since January 2022 after serving as President, Chief Executive and Director since January 2019. Mr. Bosway previously served as President and Chief Executive Officer of the Refrigeration and Food Equipment Division of Dover Corporation (NYSE: DOV), a diversified global manufacturer, from June 2016 to December 2018. Prior to joining Dover Corporation, Mr. Bosway spent 26 years with Emerson Electric Co. (NYSE: EMR) serving as Group Vice President, Solutions & Technology for Emerson Climate Technologies, a global manufacturer of industrial, commercial and consumer products, from May 2008 to June 2016. Mr. Bosway earned a Bachelor of Science in Finance from Miami University and received a Master of Science in Management from Purdue University. CEO Remarks “The Sterling Board and management team are pleased to welcome Bill as our newest director,” stated Joe Cutillo, Sterling’s Chief Executive Officer. “His experience leading Gibraltar and at Fortune 500 companies will bring valuable insight and perspective to our Board. We are confident that Bill will be a tremendous addition to our Board and look forward to beginning this relationship.” About Sterling Sterling Infrastructure, Inc., (“Sterling,” “the Company,” “we,” “our” or “us”), a Delaware corporation, operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and Hawaii. E- Infrastructure Solutions provides advanced, large-scale site development services for manufacturing, data centers, e- commerce distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions projects include residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work, and residential plumbing services. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way. Joe Cutillo, CEO, “We build and service the infrastructure that enables our economy to run, our people to move and our country to grow.”

 
Important Information for Investors and Stockholders Cautionary Statement Regarding Forward-Looking Statements This press release contains statements that are considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements included herein relate to matters that are not based on historical facts and reflect our current expectations as of the date of this press release, including statements about: our outlook, our business strategy, our financial strategy and allocation of cash flows. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which include: changes in the Company’s financial position, business strategy, and other factors identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, any forward-looking statements should be considered in light of these risks. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. Investor Relations Company Contact Sterling Infrastructure, Inc. Noelle Dilts, VP of Investor Relations and Corporate Strategy 281-214-0795 Noelle.Dilts@strlco.com

 
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Cover
Feb. 21, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 21, 2024
Entity Registrant Name STERLING INFRASTRUCTURE, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-31993
Entity Tax Identification Number 25-1655321
Entity Address, Address Line One 1800 Hughes Landing Blvd.
Entity Address, City or Town The Woodlands
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77380
City Area Code 281
Local Phone Number 214-0777
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol STRL
Security Exchange Name NASDAQ
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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Entity Central Index Key 0000874238
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