Form 8-K - Current report

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): August 3, 2024

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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 3, 2024, the Board of Directors (the “Board”) of Sterling Infrastructure, Inc. (the “Company”) appointed Daniel P. Govin, age 52 as Chief Operating Officer (“COO”) of the Company, effective August 5, 2024 (the “Effective Date”). From 2022 until joining the Company, Mr. Govin served as President of Quanta West LLC, Inc. Prior to that, he served as President of PAR Electrical Contractors from 2018 to 2022 and as Senior Vice President of Operations of Quanta Services, Inc. from 2011 to 2017. Mr. Govin earned an MBA in International Business & Operations Management from the Crummer Graduate School of Business at Rollins College and received his BS in Urban Planning from the University of Wisconsin-Green Bay. Mr. Govin’s appointment is not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Govin and any director, executive officer or other person requiring disclosure under Item 401(d) of Regulation S-K. There are no transactions in which Mr. Govin has an interest requiring disclosure under Item 404(a) of Regulation S-K. In connection with his appointment as COO, the Compensation and Talent Development Committee of the Board approved a compensation package for Mr. Govin consisting of cash and equity components. As of the Effective Date, Mr. Govin will have a base salary of $650,000. On August 6, 2024, Mr. Govin received a one-time grant of 50,000 time-based restricted stock units to vest ratably over a three-year period. Mr. Govin will also be eligible to participate in the Company’s annual short-term cash-based incentive plan, with a target annual award equal to 110% of his base salary, which for 2024 will be determined based on the Company’s corporate financial metric(s) (representing 75% of the award) and on non-financial strategic metrics (representing 25% of the award). On August 6, 2024, Mr. Govin also received the following awards under the Company’s 2024 long-term, equity-based incentive program: time-based restricted stock units with a grant date value of $300,000 that vest in one-third increments on each of December 31, 2024 and the next two anniversaries thereof, and performance-based restricted stock units with a grant date value of $800,000, with payout based upon the achievement of certain performance metrics and vesting at the end of a three-year period (December 31, 2026). Finally, Mr. Govin will receive a vehicle allowance of $18,000 per year.


Item 7.01			Regulation FD Disclosure.

On August 8, 2024, the Company issued a press release announcing Mr. Govin’s appointment as COO, a copy of which is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference. The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.


Item 9.01			Financial Statements and Exhibits.

(d)			Exhibits


Exhibit Number						Description
99.1						Press release, dated August 8, 2024 (furnished hereto)
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:	August 8, 2024	By:	/s/ Sharon R. Villaverde
			Sharon R. Villaverde
			Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

For Immediate Release:

August 8, 2024

Sterling Announces Appointment of Dan Govin as Chief Operating Officer

THE WOODLANDS, TX – August 8, 2024 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) ("Sterling" or "the Company") today announced the appointment of Dan Govin as Chief Operating Officer (“COO”). In this role, Dan will be responsible for leading the execution of Sterling’s strategic and operational activities.

Dan brings 30 years of experience in operations and leadership to Sterling. Since 1994, Dan has held multiple commercial and operations management roles within the energy infrastructure industry. Starting in 2007, Dan joined Quanta Services, where he most recently held the position of Regional President, and previously served as President of Par Electrical Contractors and Senior Vice President of Operations. He holds a Master of Business Administration from the Roy E. Crummer School of Business at Rollins College and a Bachelor of Science from the University of Wisconsin Green Bay.

Joe Cutillo, Sterling’s CEO, commented, “I am pleased to announce the appointment of Dan Govin to COO of Sterling. Over the past several years we have built a solid platform for growth and are now adding the right people to help us capitalize on the opportunities ahead. Dan’s strategic vision, successful track record of business growth, and history of operational excellence will be instrumental in helping to shape Sterling’s future. We are very excited to have him on board and are confident he will help us deliver even greater value to our shareholders.”

About Sterling

Sterling 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 the Pacific Islands. 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 includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work and plumbing services for new single-family residential builds. 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. Any such statements are subject to risks and uncertainties, including those risks identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, such 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.

Sterling Infrastructure Contacts:

Noelle Dilts, VP of Investor Relations and Corporate Strategy

281-214-0795

noelle.dilts@strlco.com

Cover	Aug. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 03, 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000874238