Sterling Infrastructure (NASDAQ: STRL) shareholders back all 2026 meeting items
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sterling Infrastructure, Inc. reported results of its annual stockholder meeting. Stockholders elected eight directors, including William T. Bosway and Joseph A. Cutillo, to serve until the next annual meeting or until their successors are elected.
Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for 2026. Of the 30,680,734 common shares outstanding as of the record date, 26,932,290 were represented in person or by proxy at the meeting.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares outstanding on record date: 30,680,734 shares
Shares represented at meeting: 26,932,290 shares
Say-on-pay votes for: 22,928,914 votes
+5 more
8 metrics
Shares outstanding on record date
30,680,734 shares
Common stock outstanding as of the annual meeting record date
Shares represented at meeting
26,932,290 shares
Shares present in person or by proxy at the annual meeting
Say-on-pay votes for
22,928,914 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
378,371 votes
Advisory compensation proposal opposition
Auditor ratification votes for
26,409,641 votes
Ratification of Grant Thornton LLP as 2026 auditor
Auditor ratification votes against
500,771 votes
Opposition to 2026 auditor ratification
Director Cutillo votes for
23,226,061 votes
Election of director nominee Joseph A. Cutillo
Broker non-votes per director
3,555,556 votes
Broker non-votes reported on each director election proposal
Key Terms
broker non-votes, named executive officers, independent registered public accounting firm, advisory basis, +1 more
5 terms
broker non-votes financial
"Name | For | Against | Abstain | Broker Non-Votes"
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.
named executive officers financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"ratified the appointment of Grant Thornton, 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.
advisory basis financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
Annual Meeting financial
"At the Annual Meeting, the Company’s stockholders (1) elected each of"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||
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 7, 2026
 | ||||||||||||||
(Exact name of registrant as specified in its charter) | ||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: ( | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| (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 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
At the Annual Meeting, the Company’s stockholders (1) elected each of 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 to serve as directors of the Company, each until the next annual meeting or the election of his or her successor; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (3) ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for 2026. Of the 30,680,734 shares of the Company’s common stock outstanding as of the record date, 26,932,290 shares were represented in person or by proxy at the Annual Meeting. The independent inspector of elections reported the final vote of stockholders as follows: | |||||
| Proposal No. 1: Election of each of the eight director nominees. | ||||||||||||||||||||||||||
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| William T. Bosway | 22,914,525 | 422,190 | 40,019 | 3,555,556 | ||||||||||||||||||||||
| Roger A. Cregg | 23,266,077 | 70,336 | 40,321 | 3,555,556 | ||||||||||||||||||||||
| Joseph A. Cutillo | 23,226,061 | 110,253 | 40,420 | 3,555,556 | ||||||||||||||||||||||
| Julie A. Dill | 23,276,589 | 60,381 | 39,764 | 3,555,556 | ||||||||||||||||||||||
| Dana C. O'Brien | 22,881,289 | 450,202 | 45,243 | 3,555,556 | ||||||||||||||||||||||
| B. Andrew Rose | 23,059,014 | 272,391 | 45,329 | 3,555,556 | ||||||||||||||||||||||
| David S. Schulz | 23,285,760 | 45,495 | 45,479 | 3,555,556 | ||||||||||||||||||||||
| Dwayne A. Wilson | 21,765,515 | 1,570,939 | 40,280 | 3,555,556 | ||||||||||||||||||||||
| Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers. | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 22,928,914 | 378,371 | 69,449 | 3,555,556 | |||||||||||||||||
| Proposal No. 3: Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for 2026. | ||||||||||||||||||||
| For | Against | Abstain | ||||||||||||||||||
| 26,409,641 | 500,771 | 21,878 | ||||||||||||||||||
| 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: | May 7, 2026 | By: | /s/ Nicholas Grindstaff | ||||||||
| Nicholas Grindstaff | |||||||||||
| Chief Financial Officer | |||||||||||
FAQ
What were the vote results for Sterling Infrastructure director nominee Dwayne A. Wilson?
Director nominee Dwayne A. Wilson received 21,765,515 votes for, 1,570,939 votes against, and 40,280 abstentions, with 3,555,556 broker non-votes reported. Despite some opposition, the “for” votes exceeded the “against” votes, resulting in his election to the board.