ecg-20250520

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 20, 2025

Everus Construction Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-42276	99-1952207
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)

1730 Burnt Boat Drive

Bismarck, North Dakota 58503

(Address of principal executive offices)

(Zip Code)

(701) 221-6400

Registrant’s telephone number, including area code

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:


			☐			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 14d-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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, par value $0.01 per share	ECG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Everus Construction Group, Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 20, 2025. Four Company proposals were submitted to stockholders as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 21, 2025. The proposals and the results of the stockholder vote, with fractional share totals rounded to the nearest whole share, are as follows:

1.Proposal to Elect Seven Directors for One-Year Terms.


Nominee	Shares For	Shares Against	Abstentions	Broker Non-Votes
Michael S. Della Rocca	36,656,970	587,503	75,581	6,427,946
Dale S. Rosenthal	36,338,704	906,304	75,046	6,427,946
Edward A. Ryan	35,607,291	1,634,198	78,565	6,427,946
David M. Sparby	36,793,475	449,901	76,678	6,427,946
Jeffrey S. Thiede	37,045,529	194,324	80,201	6,427,946
Clark A. Wood	36,629,046	611,296	79,712	6,427,946
Betty R. Wynn	36,888,022	215,382	216,650	6,427,946

All of the Company’s nominees were elected, having received more votes cast “for” their election than “against” their election.

2.Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company’s Named Executive Officers.


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
35,528,542	166,666	1,450,278	174,568	6,427,946

The frequency of every year received the most votes of the Company’s common stock present online or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Based on these results and good corporate governance, the Company’s board of directors (the “Board”) determined that the Company will include an advisory vote to approve the compensation paid to the Company’s named executive officers in its proxy materials every year, as disclosed pursuant to the SEC’s compensation disclosure rules. The Company will hold such annual advisory votes until the next required vote on the frequency of stockholder votes on named executive officer compensation or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.

3.Advisory Vote to Approve the Compensation Paid to the Company's Named Executive Officers.


Shares For	Shares Against	Abstentions	Broker Non-Votes
34,709,689	2,438,648	171,717	6,427,946

The proposal was approved, on a non-binding advisory basis, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

4.Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2025.


Shares For	Shares Against	Abstentions
43,488,608	158,049	101,343

The proposal was approved, having received the affirmative vote of a majority of the common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this report.


Exhibit Number			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Date: May 22, 2025


			Everus Construction Group, Inc.


			By:			/s/ Paul R. Sanderson

						Paul R. Sanderson
						Vice President, Chief Legal Officer
						and Corporate Secretary

Everus Construction Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits