Sterling Infrastructure (STRL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• 2025 saw record revenues of $2.49 billion (up 32%), net income of $290.2 million, and a year-end backlog of $3.01 billion with a 17.8% gross margin.

• Shareholder engagement and transparent reporting are emphasized, with ongoing efforts to enhance investor communications.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, an advisory say-on-pay for executive compensation, and ratification of Grant Thornton LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for 2027 must be submitted by November 25, 2026, for inclusion in next year’s proxy.

Board of directors and corporate governance

• Seven of eight director nominees are independent; board refreshment and diversity are ongoing priorities.

• Board committees (audit, compensation, governance/nomination) are 100% independent.

• Recent additions to the board bring public company, construction, and C-suite experience.

• Board succession planning and annual evaluations are in place, with periodic rotation of committee chairs.

• Stock ownership guidelines require directors to hold shares valued at five times their annual retainer.