strl-20260507 FALSE 0000874238 0000874238 2026-05-07 2026-05-07

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 7, 2026

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 5.07 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