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Sterling Construction Co. Inc. – ‘8-K’ for 9/1/20

On: Tuesday, 9/1/20, at 4:35pm ET · For: 9/1/20 · Accession #: 874238-20-107 · File #: 1-31993

  As Of               Filer                 Filing    For·On·As Docs:Size

 9/01/20  Sterling Construction Co. Inc.    8-K:5       9/01/20   13:290K

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     33K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     11K 
 9: R1          Cover                                               HTML     46K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
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10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- strl-20200901_cal               XML      7K 
 5: EX-101.DEF  XBRL Definitions -- strl-20200901_def                XML      9K 
 6: EX-101.LAB  XBRL Labels -- strl-20200901_lab                     XML     67K 
 7: EX-101.PRE  XBRL Presentations -- strl-20200901_pre              XML     33K 
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12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    17K 
13: ZIP         XBRL Zipped Folder -- 0000874238-20-000107-xbrl      Zip     15K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

strl-20200901

i FALSE i 000087423800008742382020-09-012020-09-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM i 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): i September 1, 2020

i STERLING CONSTRUCTION COMPANY, INC.

(Exact name of registrant as specified in its charter)

i Delaware

i 001-31993

i 25-1655321

(State or other jurisdiction of incorporation
or organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)

i 1800 Hughes Landing Blvd.

i The Woodlands, i Texas

i 77380

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: ( i 281) i 214-0800

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

i Common Stock, $0.01 par value per share

i STRL

i 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 (see General Instruction A.2 below):

i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐

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			i ☐

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.

(d) On September 1, 2020, the Board elected Dwayne Wilson as a director effective immediately. The Board determined that Mr. Wilson qualifies as “independent” in accordance with the director independence standards of NASDAQ. Mr. Wilson's initial term will expire at the next Annual Meeting of Stockholders.

The election of Mr. Wilson was not pursuant to any arrangement or understanding between Mr. Wilson and any third party. As of the date of this report, neither Mr. Wilson, nor any of his immediate family members, is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

Mr. Wilson will be compensated consistent with the standard compensation program for non-employee directors, which includes a combination of cash and equity-based incentive compensation. In connection with his appointment to the Board, Mr. Wilson received a pro-rated award of shares of restricted common stock valued at $56,667.

A copy of the Company’s press release issued on September 1, 2020, regarding Mr. Wilson’s election is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit Index


Exhibit Number						Description
99.1						September 1, 2020 Press Release
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 CONSTRUCTION COMPANY, INC.

Date:

September 1, 2020

By:

/s/ Ronald A. Ballschmiede

Ronald A. Ballschmiede

Chief Financial Officer