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 10, 2006
STERLING CONSTRUCTION COMPANY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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25-1655321 |
| (State or other jurisdiction of
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001-31993
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(I.R.S. Employer |
| incorporation or organization)
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(Commission File Number)
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Identification No.) |
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| 20810 Fernbush Lane |
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| Houston, Texas
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77073 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (281) 821-9091
(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement
On and effective May 10, 2006, the Corporate Governance & Nominating Committee of the Board of
Directors amended the standard compensation payable to non-employee directors. The purpose of the
changes was (a) to base the equity portion of the compensation on the amount of the accounting
income charge to the Company rather than on a fixed number of shares because the accounting charge
can vary widely from year to year based on the Company’s stock price at the date of grant; (b) to
reflect the fact that service on the Audit Committee takes substantially more time than service on
the Board’s other committees; (c) to reduce the fees for in-person committee meetings held on the
same day as a Board meeting; and (d) to reflect the fact that telephone meetings take less time
than in-person meetings and do not involve travel time. The newly adopted compensation
arrangements are set forth in the following table.
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ANNUAL FEES |
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Annual Fees for all Non-Employee Directors |
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Each Director (no change) |
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$7,500 |
Each Director at each Annual Meeting of Stockholders |
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A restricted stock grant that has an accounting income charge limited to $35,000 per grant.* |
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Additional Annual Fees for Committee Members |
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Chairman of the Audit Committee (no change) |
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$7,500 |
Chairman of the Compensation Committee (no change) |
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$2,500 |
Chairman of the Corporate Governance & Nominating
Committee (no change) |
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$2,500 |
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MEETING FEES |
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In-Person Meetings |
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Board Meetings (each director) |
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$1,500 |
Committee Meetings (each committee member) |
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Audit Committee meetings
on the same day as a Board meeting
on a different day |
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$1,000 |
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Other committee meetings |
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$1,500 |
on the same day as a Board meeting |
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$ 500 |
on a different day |
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$ 750 |
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Telephonic Meetings (Board & Committee Meetings) |
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One hour or longer |
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$1,000 |
Less than one hour |
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$ 300 |
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The restricted shares may not be sold, assigned, transferred, pledged or otherwise disposed
of until they vest. Vesting for the May 10, 2006 grant occurs on the day before the 2007
Annual Meeting of Stockholders, but earlier if the director dies or becomes disabled and in
the event of a change in control of the Company. The shares are forfeited in the event that
prior to vesting, the director ceases to be a director other than by reason of his death or
disability. |
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Under this new compensation arrangement, on May 10, 2006, each of the Company’s non-employee
directors, namely John D. Abernathy, Robert W. Frickel, Christopher H. B. Mills, Milton L. Scott
and David R. A. Steadman was awarded 1,207 shares of restricted common stock. |
Item 2.02 Results of Operations and Financial Condition.
On May 11, 2006 Sterling Construction Company, Inc. issued a press release announcing operating
results for its first quarter ended March 31, 2006.
In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed
“filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information and exhibit be deemed
incorporated by reference into any filing under the Securities Act or the Securities Exchange Act
except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
Exhibits
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| Exhibit No. |
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Description |
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#10.1 |
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Form of Non-Employee Director Restricted Stock Agreement |
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99.1 |
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Press Release issued May 11, 2006. |
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Management contract or compensatory plan or arrangement. |