---
schema_version: "secwatch.filing_event.v1"
accession: "0000874238-23-000070"
form_type: "8-K"
ticker: "STRL"
cik: "0000874238"
company_name: "STERLING INFRASTRUCTURE, INC."
filed_at: "2023-05-03T23:59:59+00:00"
generated_at: "2026-06-16T02:08:19.234058+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Sterling Infrastructure increases authorized common shares to 58M after shareholder vote at annual meeting

## Summary
- Shareholders approved amendment to increase authorized common stock from 38M to 58M shares on May 3, 2023 (25.07M for, 1.77M against).
- All seven director nominees elected: Cregg, Cutillo, Dill, O'Brien, Patton, White, Wilson.
- Say-on-pay approved advisory basis (22.19M for, 0.71M against); frequency set every 1 year (20.97M for).
- Grant Thornton ratified as independent auditor for 2023 (25.52M for, 1.35M against).
- Amendment effective immediately; no other changes to certificate of incorporation.

## SEC filing metadata
- accession: 0000874238-23-000070
- form_type: 8-K
- ticker: STRL
- cik: 0000874238
- company_name: STERLING INFRASTRUCTURE, INC.
- filed_at: 2023-05-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/874238/000087423823000070/0000874238-23-000070-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/874238/000087423823000070/strl-20230503.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000874238-23-000070
- JSON: https://secwatch.observer/filing/0000874238-23-000070.json
- Plain text: https://secwatch.observer/filing/0000874238-23-000070.txt

## Key facts
- Governance Changes
  STERLING INFRASTRUCTURE, INC.: Increased authorized shares of common stock from 38,000,000 to 58,000,000 by amending paragraph (b) of Section 4.1 of the Certificate of Incorporation (effective 2023-05-03).
  - Change: charter amendment
  - Effective: 2023-05-03
  source text: On May 3, 2023, Sterling Infrastructure, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Amendment to amend paragraph (b) of Section 4.1 of the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 38,000,000 to 58,000,000 (the “Amendment”), as approved by its shareholders at its 2023 Annual Meeting of Shareholders
  evidence_url: https://www.sec.gov/Archives/edgar/data/874238/000087423823000070/0000874238-23-000070-index.htm
- Shareholder Votes
  STERLING INFRASTRUCTURE, INC. shareholders approved Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 58,000,000 shares at the 2023-05-03 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: Proposal No. 2 : Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 58,000,000 shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/874238/000087423823000070/0000874238-23-000070-index.htm
- Shareholder Votes
  STERLING INFRASTRUCTURE, INC. shareholders approved Election of seven director nominees at the 2023-05-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: The Company held its Annual Meeting on May 3, 2023 at its headquarters in The Woodlands, Texas.
  evidence_url: https://www.sec.gov/Archives/edgar/data/874238/000087423823000070/0000874238-23-000070-index.htm
- Shareholder Votes
  STERLING INFRASTRUCTURE, INC. shareholders approved Approval, on an advisory basis, of the compensation of the Company’s named executive officers at the 2023-05-03 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: Proposal No. 3 : Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/874238/000087423823000070/0000874238-23-000070-index.htm
- Shareholder Votes
  STERLING INFRASTRUCTURE, INC. shareholders approved Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers at the 2023-05-03 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: Proposal No. 4 : Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/874238/000087423823000070/0000874238-23-000070-index.htm
- Shareholder Votes
  STERLING INFRASTRUCTURE, INC. shareholders approved Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for 2023 at the 2023-05-03 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: Proposal No. 5 : Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/874238/000087423823000070/0000874238-23-000070-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.