STERLING CONSTRUCTION COMPANY, INC. (NASDAQ:STRL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

STERLING CONSTRUCTION COMPANY, INC. (NASDAQ:STRL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On March 2, 2018, the Board of Directors of Sterling Construction Company, Inc.’s (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”), effective immediately, to modify certain provisions to more closely align the Bylaws with certain provisions of the Delaware General Corporation Law (the “DGCL”) and current market practices, as described below, and to make other ministerial, clarifying and conforming changes.

The following substantive changes were made to the Bylaws:

Clarify the quorum standard and the vote required to adjourn a stockholders’ meeting to a future date if a quorum is not present (Article II, Section 2.4);

Revise the voting standard for matters submitted to a vote of the stockholders (other than the election of directors) to mirror the default voting standard in the DGCL (Article II, Section 2.5);

Address the treatment of abstentions and broker non-votes (Article II, Section 2.12 and Article III, Section 3.1(b)); and

Add a requirement to publicly disclose the board’s decision and rationale regarding whether to accept a director resignation offered in connection with a director’s failure to be re-elected by a majority of votes cast in an uncontested director’s election (Article III, Section 3.1(c)).

The amendment and restatement of the Bylaws also adds an advance notice provision (Article II, Section 2.7). Advance notice is required for stockholders to nominate directors at annual meetings and special meetings of stockholders or to submit proposals for consideration at annual meetings of stockholders, which to be timely, such notice is required no sooner than 120 days and no later than 90 days before the meeting. The Bylaws provide detailed procedures for the nomination of directors and the submission of proposals.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

9.01Financial Statements and Exhibits.

(d) Exhibit.

EX-3.1 2 strl_03082018x31ammendment.htm EXHIBIT 3.1 Exhibit STERLING CONSTRUCTION COMPANY,…
To view the full exhibit click here


Sterling Construction Company, Inc. is a heavy civil construction company engaged in the building and reconstruction of transportation and water infrastructure projects in Texas, Utah, Nevada, Arizona, California, Hawaii and other states. The Company’s transportation infrastructure projects include highways, roads, bridges, airfields, ports and light rail. Its water infrastructure projects include water, wastewater and storm drainage systems. The Company operates through heavy civil construction segment. The Company provides its services by using traditional general contracting arrangements, such as lump sum contracts and cost-plus contracts. The Company serves various markets in the United States, including Texas, Utah, Nevada, Arizona, California and Hawaii. The Company’s customers include departments of transportation in various states (DOTs), regional transit authorities, airport authorities, port authorities, water authorities and railroads.


STERLING CONSTRUCTION COMPANY, INC. (NASDAQ:STRL) closed its last trading session up +0.13 at 12.49 with shares trading hands.

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