Everus Construction Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Homebuilding
Consumer Discretionary
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| incorporation) | ||||||||
(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) | ||||||
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.
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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). | ||||
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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 | ||||||||
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