Everus Construction (ECG) shareholders back directors, pay and KPMG at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Everus Construction Group, Inc. reported the results of its Annual Meeting of Stockholders held on May 12, 2026. Stockholders voted on three proposals.

All eight director nominees were elected, each receiving more votes “for” than “against.” An advisory vote on executive compensation passed, with 38,751,045 shares voting for, 1,389,325 against and 164,861 abstaining, alongside 5,900,763 broker non-votes. Stockholders also ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026, with 45,964,113 shares for, 115,052 against and 126,829 abstaining.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Executive compensation approval: 38,751,045 shares for Executive compensation opposition: 1,389,325 shares against Broker non-votes on pay: 5,900,763 broker non-votes +4 more

7 metrics

Executive compensation approval 38,751,045 shares for Advisory vote on named executive officer pay at 2026 annual meeting

Executive compensation opposition 1,389,325 shares against Advisory vote on named executive officer pay at 2026 annual meeting

Broker non-votes on pay 5,900,763 broker non-votes Executive compensation advisory vote at 2026 annual meeting

Auditor ratification support 45,964,113 shares for Ratification of KPMG LLP as independent auditor for 2026

Auditor ratification opposition 115,052 shares against Ratification of KPMG LLP as independent auditor for 2026

Highest director support example 40,058,907 shares for Votes for director nominee Jeffrey S. Thiede

Director broker non-votes 5,900,763 broker non-votes Each director election proposal

Key Terms

broker non-votes, emerging growth company, non-binding advisory basis, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes Michael S. Della Rocca ... 5,900,763"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Securities registered pursuant ... Common Stock ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

non-binding advisory basis regulatory

"The proposal was approved, on a non-binding advisory basis, having received the affirmative vote"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"The Everus Construction Group, Inc.’s ... Annual Meeting of Stockholders (the “Annual Meeting”) was held"

Understanding 8-K Material Events →

05/14/2026 - 04:21 PM

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): May 12, 2026

Everus Construction Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-42276	99-1952207
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

(Address of principal executive offices)

(Zip Code)

(701) 221-6400

Registrant’s telephone number, including area code

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, par value $0.01 per share	ECG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.07 Submission of Matters to a Vote of Security Holders.

The Everus Construction Group, Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 12, 2026. Three Company proposals were submitted to stockholders as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 27, 2026. The proposals and the results of the stockholder vote, with fractional share totals rounded to the nearest whole share, are as follows:

1.Proposal to Elect Eight Directors for One-Year Terms.


Nominee	Shares For	Shares Against	Abstentions	Broker Non-Votes
Michael S. Della Rocca	38,996,458	1,247,191	61,582	5,900,763
Helena M. Hernandez	39,679,867	561,437	63,927	5,900,763
Dale S. Rosenthal	38,877,046	1,333,841	94,344	5,900,763
Edward A. Ryan	35,600,613	4,621,907	82,711	5,900,763
David M. Sparby	39,860,987	350,160	94,084	5,900,763
Jeffrey S. Thiede	40,058,907	182,690	63,634	5,900,763
Clark A. Wood	38,933,757	1,301,974	69,500	5,900,763
Betty R. Wynn	39,818,888	358,215	128,128	5,900,763

All of the Company’s nominees were elected, having received more votes cast “for” their election than “against” their election.

2.Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers.


Shares For	Shares Against	Abstentions	Broker Non-Votes
38,751,045	1,389,325	164,861	5,900,763

The proposal was approved, on a non-binding advisory basis, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

3.Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2026.


Shares For	Shares Against	Abstentions
45,964,113	115,052	126,829

The proposal was approved, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this report.


Exhibit Number			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Date: May 14, 2026


			Everus Construction Group, Inc.


			By:			/s/ Paul R. Sanderson

						Paul R. Sanderson
						Vice President, Chief Legal Officer
						and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Everus Construction Group (ECG) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing eight directors, approving executive compensation on an advisory basis, and ratifying KPMG LLP as independent auditor for 2026. All three proposals received sufficient support from shares present or represented by proxy and entitled to vote at the meeting.

Were Everus Construction Group’s director nominees elected at the May 12, 2026 meeting?

Yes. All eight director nominees were elected, each receiving more votes cast “for” than “against.” Vote totals varied by nominee, but every candidate surpassed opposition votes, with additional broker non-votes reported that did not count as votes against the director nominees.

How did Everus Construction Group (ECG) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of Everus Construction Group’s named executive officers on a non-binding advisory basis. The vote was 38,751,045 shares for, 1,389,325 against, 164,861 abstentions and 5,900,763 broker non-votes, representing a majority of shares present and entitled to vote.

Did Everus Construction Group ratify KPMG LLP as its independent auditor for 2026?

Yes. Stockholders ratified the appointment of KPMG LLP as Everus Construction Group’s independent registered public accounting firm for 2026, with 45,964,113 shares voting for, 115,052 against, and 126,829 abstaining. This approval reflects a strong favorable vote from shares present or represented by proxy.

What are broker non-votes in the Everus Construction Group 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions on certain proposals. For Everus Construction Group’s director and executive compensation items, 5,900,763 broker non-votes were reported and did not count as votes for or against those proposals.

When was Everus Construction Group’s 2026 annual stockholder meeting held and who signed the report?

The Annual Meeting of Stockholders was held on May 12, 2026. The related report was signed on behalf of Everus Construction Group by Paul R. Sanderson, who serves as Vice President, Chief Legal Officer and Corporate Secretary of the company.

Filing Exhibits & Attachments

4 documents