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):
April 28, 2017
STERLING
CONSTRUCTION COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31993
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25-1655321
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1800 Hughes Landing
Blvd.
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The Woodlands, Texas
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77380
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
(281) 214-0800
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):
☐ 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 142-2(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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§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. ☐
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Item 3.03
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Material Modification to Rights of Security Holders
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The information set forth in Item 5.03 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Effective April 28, 2017, Paul J. Varello, who has served as the Company's Chief Executive Officer since February
2015, relinquished that position, although he remains a member of the Board of Directors.
Following Mr. Varello's resignation, the Board of Directors elected Joseph A. Cutillo, 52, Chief Executive Officer
of the Company. In addition, the Board increased the size of the Board to eight directors and elected Mr. Cutillo to the Board.
Mr. Cutillo joined the Company in October 2015 as Vice President
– Strategy & Business development. He was promoted to Executive Vice President & Chief Business Development Officer
in May 2016 and to President of the Company in February 2017. Prior to joining the Company, from August 2008 to October 2015, Mr. Cutillo
was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC, a $200 million private equity-backed trenchless pipe
rehabilitation company. Before that, he was with CONTECH Construction Products, Ingersoll Rand and General Electric in various
management capacities.
Upon his election, Mr. Cutillo was awarded 50,000 shares
of the Company's common stock subject to restrictions on their sale or transfer that lapse in two equal annual installments. He
will be further compensated, as follows:
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Annual Salary:
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$550,000.00
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Incentive Compensation:
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Participation in the Company's 2017 Incentive Compensation Program.
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Benefits:
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Use of a Company vehicle, the expenses of which are paid by the Company.
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Participation in the same health, life insurance, disability and other like benefits as are made available to the Company's senior managers generally, and on the same terms and conditions, as well as four weeks of paid time off, which includes sick time and vacation.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
.
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On November 4, 2016, the Board of Directors of the Company
adopted two amendments to the Company's Certificate of Incorporation, subject to stockholder approval, as follows:
Article IV: To increase the number of shares of common stock
the Company is authorized to issue from 28 million shares to 38 million shares.
Article VI: To authorize the removal by stockholders of directors
with or without cause.
At the Company's April 28, 2017 Annual Meeting of Stockholders,
both amendments were approved by the holders of a majority of the Company's outstanding shares of common stock, and both amendments
became effective immediately after the Annual Meeting upon their filing with the Secretary of State of the State of Delaware.
The foregoing description of the amendments to the Company’s
Certificate of Incorporation is qualified in its entirety by the Certificate of Incorporation itself, as amended, which is attached
hereto as Exhibit 3 and incorporated herein by this reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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Date of Meeting:
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April 28, 2017
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Type of Meeting:
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Annual Meeting of Stockholders
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Matters Voted on
:
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For
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Against
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Abstain
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Broker
Non-Votes
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Election of Directors:
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Marian M. Davenport
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17,462,805
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1,317,088
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8,372
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3,172,281
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Maarten D. Hemsley
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16,549,104
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2,232,818
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6,343
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3,172,281
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Raymond F. Messer
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17,465,300
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1,314,523
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8,442
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3,172,281
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Charles R. Patton
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17,463,300
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1,316,623
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8,342
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3,172,281
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Richard O. Schaum
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17,461,108
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1,318,815
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8,342
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3,172,281
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Milton L. Scott
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17,300,207
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1,479,716
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8,342
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3,172,281
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Paul J. Varello
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17,504,028
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1,275,896
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8,341
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3,172,281
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Approval of an amendment of Article IV of the Company's charter to increase the authorized shares of common stock from 28 million shares to 38 million shares.
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20,386,814
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1,312,981
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12,094
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248,657
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Approval of an amendment of Article VI of the Company's charter to provide for the removal of directors without cause.
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21,579,968
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116,379
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15,542
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248,657
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Ratification of the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for 2017.
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20,682,191
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266,856
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1,011,499
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-0-
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Approval of named executive officer compensation (an advisory vote).
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16,937,195
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1,433,747
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417,323
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3,172,281
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Selection of the frequency of named executive officer compensation votes (an advisory vote)
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1 Year
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2 years
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3 years
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Abstain
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14,268,985
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506,705
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2,604,620
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1,407,955
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In connection with the information required by Regulation
S-K §507(d), at a meeting of the Company's Board of Directors held on April 28, 2017, directors unanimously voted, in accordance
with its own recommendation and the advisory vote of stockholders, to conduct an advisory vote on executive compensation each year
at the Company's Annual Meeting of Stockholders until the Company is required to conduct another advisory vote on the frequency
with which a stockholder advisory vote on executive compensation should be held. Current SEC rules require the Company to hold
an advisory, so-called say-on-frequency vote every six years.
On May 2, 2017, the Company issued a press release announcing
Mr. Cutillo's election as Chief Executive Officer and a director. A copy of the press release is furnished herewith as Exhibit
99.1 to this Form 8-K.
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Item 9.01
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Financial Statements and Exhibits
.
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(c)
Exhibits
Exhibit
Number
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Description
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3
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Certificate of Incorporation of Sterling Construction Company, Inc. as amended through April 28, 2017 (filed herewith).
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99.1
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Press release dated May 2, 2017 (furnished herewith)
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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.
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Date: May 3, 2017
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Sterling Construction Company, Inc
.
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By:
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/s/ Roger M. Barzun
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Roger M. Barzun
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Senior Vice President
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Exhibit
Index
Exhibit 3
Certificate
of Incorporation
of
Sterling
Construction Company, Inc.
Article I
The name of the Corporation is Sterling Construction Company, Inc. (hereinafter sometimes
referred to as the "
Corporation
.")
Article II
The name of the registered agent for service of process of the Corporation is The Corporation
Trust Company with an address at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
Article III
The purpose for which the Corporation is formed is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation Law.
Article IV
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4.1
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Capitalization
. The Corporation is authorized to issue two classes of stock, one to be designated
common stock ("
Common Stock
") and the other to be designated preferred stock ("
Preferred Stock.
")
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(a)
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The number of shares of Preferred Stock the Corporation has authority to issue is one million (1,000,000)
with a par value of one cent ($0.01) per share.
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(b)
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The number of shares of Common Stock the Corporation has authority to issue is thirty-eight million
(38,000,000) with a par value one cent ($0.01) per share.
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4.2
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Series of Preferred Stock.
The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance from time to time of the shares of Preferred Stock in one or more series, and by
adopting resolutions to establish from time to time the number of shares to be included in each such series, and to fix the designation,
powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof.
Upon adopting such resolution or resolutions the Board of Directors shall cause a certificate of designation setting forth such
resolution or resolutions and the number of shares of stock of such class or series as to which such resolution or resolutions
shall apply to be executed and filed in accordance with applicable Delaware law. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders
of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote
of any such holders is required pursuant to the certificate or certificates establishing the series of Preferred Stock.
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4.3
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Common Stock
. Each holder of Common Stock shall be entitled to one vote for each share of
Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote;
provided, however
,
that except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate
of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the
terms of one or more outstanding series of Preferred Stock if the holders of that series are entitled, either separately or together
with the holders of one or more other series to vote thereon pursuant to this Certificate of Incorporation (including any Certificate
of Designations relating to any series of Preferred Stock) or pursuant to the Delaware General Corporation Law.
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Article V
The following provisions are inserted for the management of the business and the conduct
of the affairs of the Corporation, and for the further definition, limitation and regulation of the powers of the Corporation and
its directors and stockholders:
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5.1
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Powers of Directors
. The business and affairs of the Corporation shall be managed by, or
under the direction of, the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute
or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such
powers and to do all such acts and things as are not by statute or by this Certificate of Incorporation to be exercised or done
by the stockholders of the Corporation.
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5.2
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Written Ballot
. The directors of the Corporation need not be elected by written ballot unless
the Bylaws so provide.
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5.3
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Stockholders Must Meet to Act
. Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be
effected by any written consent by such stockholders.
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5.4
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Special Meetings of Stockholders
. Special meetings of stockholders of the Corporation may
be called only by the Board of Directors.
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Article VI
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6.1
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Number of Directors
. The number of directors of the Corporation which shall constitute the
entire Board of Directors shall be such number as is initially fixed by the Incorporator and thereafter as fixed from time to time
exclusively by the Board of Directors.
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6.2
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Election of Directors
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(a)
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At the first annual meeting of stockholders of the Corporation, the directors shall be divided
into three classes as nearly equal in number as reasonably possible, with the initial term of office of directors of the first
class to expire at the second annual meeting of stockholders of the Corporation, the initial term of office of directors of the
second class to expire at the third annual meeting of stockholders of the Corporation, and the initial term of office of directors
of the third class to expire at the fourth annual meeting of stockholders of the Corporation.
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(b)
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From and after the 2015 annual meeting of stockholders, the directors shall be elected as follows:
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(i)
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At the 2015 annual meeting of stockholders, the successors to the directors of the class whose
terms of office expire at the 2015 annual meeting of stockholders, shall be elected for one-year terms.
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(ii)
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At the 2016 annual meeting of stockholders, the successors to the directors of each class whose
terms of office expire at the 2016 annual meeting of stockholders shall be elected for one-year terms.
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(iii)
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At the 2017 and succeeding annual meetings of stockholders, all directors of the Corporation shall
be elected for one-year terms that expire at the next annual meeting of stockholders, and the directors of the Corporation shall
cease to be divided into classes pursuant to Section 141(d) of the General Corporation Law of the State of Delaware.
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(c)
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All directors shall hold office until the expiration of their terms and until their successors
are elected and qualified, except in the case of death, resignation or removal of a director."
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6.3
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Filling Vacancies on the Board
. Subject to the rights of the holders of any outstanding
series of Preferred Stock, newly created directorships resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation, retirement, removal from office, disqualification or other
cause may be filled only by a majority vote of the directors then in office, although less than a quorum. Directors so chosen shall
hold office for a term expiring at the next annual meeting of stockholders at which directors are to be elected. No decrease in
the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
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6.4
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Removal of Directors
. Subject to the rights of the holders of any outstanding series of
Preferred Stock, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of
the holders of a majority of the combined voting power of the then outstanding shares of capital stock of all classes and series
of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
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Certificate of Incorporation of Sterling Construction Company, Inc.
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Page
2
of 5
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Article VII
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7.1
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Power to Amend Bylaws
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(a)
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The Board of Directors is expressly empowered to adopt, amend or repeal any or all of the Bylaws
of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require
the approval of a majority of the Whole Board. The term "Whole Board" shall mean the total number of authorized directors
whether or not there exists any vacancy in previously authorized directorships.
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(b)
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The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation.
In addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate
of Incorporation, the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares
of capital stock of all classes and series of the Corporation entitled to vote generally in the election of directors, voting together
as a single class shall be required to adopt, amend or repeal any provisions of the Bylaws of the Corporation.
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Article VIII
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8.1
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Elimination of Certain Liability of Directors
. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director,
except for liability —
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(a)
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For any breach of the director's duty of loyalty to the Corporation or its stockholders;
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(b)
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For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law;
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(c)
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Under Section 174 of the Delaware General Corporation Law; or
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(d)
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For any transaction from which the director derived an improper personal benefit.
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If after approval by the stockholders of this
Article VIII
, the Delaware
General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law as so amended.
Any repeal or modification of the foregoing provisions of this
Article VIII
by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing
at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director
occurring prior to, such repeal or modification.
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(a)
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Right to Indemnification
. Each person who was or is made a party or is threatened to be
made a party to, or is involved in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter
a "proceeding") by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or
was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment, against all
expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes under the Employee Retirement Income Security
Act of 1974 or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection
therewith.
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Certificate of Incorporation of Sterling Construction Company, Inc.
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Page
3
of 5
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(b)
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The indemnification provided for herein shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators;
provided, however,
that, except as provided in
Subsection (d)
, below, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.
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(c)
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The right to indemnification conferred in this
Section 8.2
shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its
final disposition. However, if the Delaware General Corporation Law requires the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the
final disposition of a proceeding, payment shall be made only upon delivery to the Corporation of an undertaking by or on behalf
of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this
Section 8.2
or otherwise. The Corporation may by action of its Board of Directors
provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification
of directors and officers.
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(d)
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Right of Claimant to Bring Suit
.
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(i)
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If a claim under this
Section 8.2
is not paid in full by the Corporation within thirty (30)
days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim.
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(ii)
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It shall be a defense to any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation.
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(iii)
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Neither (1) the failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor (2) an actual determination by the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable standard of conduct.
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(e)
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Non-Exclusivity of Rights
. The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Section 8.2
shall not be exclusive of any
other right that any person may have or hereafter acquire under any statute; any provision of this Certificate of Incorporation;
any bylaw; any agreement; any vote of stockholders or disinterested directors; or otherwise.
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(f)
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Insurance
. The Corporation may, at its own expense, maintain insurance to protect itself
and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation Law.
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Certificate of Incorporation of Sterling Construction Company, Inc.
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Page
4
of 5
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(g)
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Settlement of Claims
. The Corporation shall not be liable to indemnify any indemnitee under
this
Section 8.2
for any amounts paid in settlement of any action or claim effected without the Corporation's written consent,
which consent shall not be unreasonably withheld, conditioned or delayed, or for any judicial award if the Corporation was not
given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.
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(h)
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Subrogation
. In the event the Corporation makes a payment under this
Section 8.2
,
the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, and the indemnitee
shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.
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(i)
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Procedures for Submission of Claims
. The Board of Directors may establish reasonable procedures
for the submission of claims for indemnification pursuant to this
Section 8.2
, for the determination of the entitlement
of any person thereto, and for the review of any such determination.
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Article IX
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(a)
|
Amendment of Article VIII
. Notwithstanding any other provision of this Certificate of Incorporation
or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any
class or series of the stock of this Corporation required by law or by this Certificate of Incorporation, the affirmative vote
of the holders of at least 75% of the combined voting power of the then outstanding shares of capital stock of all classes and
series of the Corporation entitled to vote generally in the election of directors, voting together as a single class shall be required
to amend or repeal
Article VIII
hereof and this
Section 9.1(a)
.
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(b)
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Amendment of Other Articles
. In addition to any vote of the holders of any class or series
of stock of this Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of a
majority of the combined voting power of the then outstanding shares of capital stock of all classes and series of the Corporation
entitled to vote generally in the election of directors, voting together as a single class shall be required to amend or repeal
the provisions of this Certificate of Incorporation except as provided above with respect to the amendment of
Article VIII
and
Section 9.1(a)
hereof.
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_________________________
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Certificate of Incorporation of Sterling Construction Company, Inc.
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Page 5 of 5
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Exhibit 99.1
FOR IMMEDIATE RELEASE
STERLING CONSTRUCTION COMPANY NAMES JOSEPH CUTILLO CHIEF EXECUTIVE
OFFICER AND MEMBER OF THE BOARD OF DIRECTORS
THE WOODLANDS, TX — May 2, 2017 — Sterling Construction
Company, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced that its Board of Directors
has elected Joseph A. Cutillo to the position of Chief Executive Officer and to the Board of Directors effective April 28
th
,
2017, immediately following the Company’s Annual Shareholder Meeting. Mr. Cutillo was elected President in February 2017,
and had previously served as Sterling’s Executive Vice President and Chief Business Development Officer.
Paul J. Varello, who has served as Sterling’s CEO since February
2015, will relinquish that position, but will remain a director. Mr. Varello was originally elected to the Board as an independent
director in January 2014 and elected Chairman of the Board in December 2014, serving in that position until March 2015. As a director,
Mr. Varello will focus on helping to ensure a smooth transition of leadership and will continue to provide his extensive construction
expertise to the Board.
“I would like to sincerely thank Paul for his extraordinary
commitment to Sterling as well as for the many personal sacrifices he made to take on the CEO role. Paul agreed to step into the
role as CEO when we needed him the most and did an outstanding job of leading the company’s turnaround”, said Milton
Scott, Chairman of Sterling’s Board of Directors. “Joe is an extremely capable and experienced executive who has superbly
led our performance improvement and strategic planning initiatives. The Board is confident that Joe will continue to drive operating
performance and create even greater shareholder value in the future.”
“When I stepped into the CEO role in February of 2015, Sterling
was undergoing significant operational and cash flow challenges,” said Mr. Varello. “Together with Joe Cutillo, Ron
Ballschmiede, our Chief Financial Officer, and Con Wadsworth, our Chief Operating Officer, we have made significant improvements
in operating performance, increased margins and backlog and completed a major acquisition. These efforts have positioned our company
for continued earnings growth and success. As I transition back to the Board of Directors, I am delighted that Joe Cutillo has
agreed to assume the duties of Sterling’s Chief Executive Officer.”
“Since joining Sterling in October 2015, and then assuming
the role of President this past February, I’ve spent a great deal of time analyzing our operational strengths and weaknesses,
bidding processes, and talking to our employees,” said Cutillo. “While we still have much to accomplish to meet our
goals, I firmly believe that Sterling is a business with tremendous potential to generate value for our shareholders as we continue
to execute on our strategic growth initiatives. It is an honor for me to lead and serve Sterling’s 1,900 employees, and I
consider it a privilege to have worked side-by-side with Paul, our Board of Directors, and a very talented leadership team. I’d
like to thank the Board for their vote of confidence, and I look forward to reporting on our progress in the coming months."
About Joseph Cutillo
Mr. Cutillo has nearly 30 years of executive management experience
and a deep understanding of emerging opportunities in heavy civil construction, industrial, and adjacent markets. Prior to joining
Sterling in October of 2015, he was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC (IPR) from 2008 to
2015, over which time he grew the business from a start-up acquisition to the second largest trenchless rehabilitation pipe business
in the U.S. From 2005 to 2008, Mr. Cutillo served as Division President at CONTECH Engineered Solutions. Prior to CONTECH, Mr.
Cutillo held a series of increasingly responsible management roles at Ingersoll-Rand (NYSE: IR) and General Electric Corporation
(NYSE: GE). He earned a
Bachelor of Science degree in Mechanical Engineering
from Northeastern University.
Sterling is a leading heavy civil construction
company that specializes in building and reconstruction of transportation infrastructure, water infrastructure, and residential
and commercial concrete projects in Texas, Utah, Nevada, Colorado, Arizona, California, Hawaii, and other states where there are
construction opportunities. Its transportation infrastructure projects include highways, roads, bridges, airfields, ports and light
rail. Its water infrastructure projects include water, wastewater and storm drainage systems. Its residential and commercial concrete
projects include concrete foundations for single-family and multi-family homes, commercial projects and parking structures.
This press release includes certain statements that fall within
the definition of “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Any such
statements are subject to risks and uncertainties, including overall economic and market conditions, federal, state and local government
funding, competitors’ and customers’ actions, and weather conditions, which could cause actual results to differ materially
from those anticipated, including those risks identified in the Company’s filings with the Securities and Exchange Commission.
Accordingly, such statements should be considered in light of these risks. Any prediction by the Company is only a statement of
management’s belief at the time the prediction is made. There can be no assurance that any prediction once made will continue
thereafter to reflect management’s belief, and the Company does not undertake to update publicly its predictions or to make
voluntary additional disclosures of nonpublic information, whether as a result of new information, future events or otherwise.
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Contact:
Sterling Construction Company, Inc.
Jennifer Maxwell, Director of Investor Relations
281-951-3560
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Investor Relations Counsel:
The Equity Group, Inc.
Fred Buonocore, CFA 212-836-9607
Kevin Towle 212-836-9620
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