8-K
filed November 1, 2024, 7:59 PM ET
ticker ECG
CIK 0002015845
other material
confidence high
sentiment neutral
materiality 0.90
Everus Construction Group completes spin-off from MDU Resources; begins trading as ECG on NYSE
Everus Construction Group, Inc.
- 1-for-4 pro rata distribution of ECG shares to MDU stockholders; effective Oct 31, 2024.
- New $525M senior secured credit facilities ($225M revolver + $300M term loan; matures Oct 31, 2029).
- Board expanded to 7 directors; Dale S. Rosenthal appointed Chair; new committee chairs named.
- Jeffrey S. Thiede remains CEO; Thomas D. Nosbusch COO; Maximillian J Marcy CFO; Paul R. Sanderson CLO.
- Adopted new compensation plans (LTIP, executive incentive, deferred compensation) and indemnification agreements.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicole A. Kivisto resigned as Director at Everus Construction Group, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Each of Nicole A. Kivisto, Paul R. Sanderson and Jason L. Vollmer, who had been serving as members of the Board, resigned from the Board, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason L. Vollmer resigned as Director at Everus Construction Group, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Each of Nicole A. Kivisto, Paul R. Sanderson and Jason L. Vollmer, who had been serving as members of the Board, resigned from the Board, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael S. Della Rocca was elected as Director at Everus Construction Group, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan, Clark A. Wood and Betty R. Wynn was elected as a director of the Company, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Betty R. Wynn was elected as Director at Everus Construction Group, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan, Clark A. Wood and Betty R. Wynn was elected as a director of the Company, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dale S. Rosenthal was appointed as Chair of the Board at Everus Construction Group, Inc..
- Action
- appointed
- Role
- Chair of the Board
Exact text from the filing
As of the Effective Time: • Dale S. Rosenthal was appointed chair of the Board;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Clark A. Wood was elected as Director at Everus Construction Group, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan, Clark A. Wood and Betty R. Wynn was elected as a director of the Company, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul R. Sanderson resigned as Director at Everus Construction Group, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Each of Nicole A. Kivisto, Paul R. Sanderson and Jason L. Vollmer, who had been serving as members of the Board, resigned from the Board, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward A. Ryan was elected as Director at Everus Construction Group, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Each of Michael S. Della Rocca, Dale S. Rosenthal, Edward A. Ryan, Clark A. Wood and Betty R. Wynn was elected as a director of the Company, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David M. Sparby was appointed as Director at Everus Construction Group, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
David M. Sparby was appointed as a member of the Board and a member of the Audit Committee of the Board effective as of the Pre-Trading Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Everus Construction Group, Inc.: Amended and restated Certificate of Incorporation (effective 2024-10-31).
- Change
- charter amendment
- Effective
- 2024-10-31
Exact text from the filing
the Company filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on October 31, 2024 which became effective as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Everus Construction Group, Inc.: Adopted Corporate Governance Guidelines and a Code of Conduct (effective 2024-10-31).
- Change
- code of ethics
- Effective
- 2024-10-31
Exact text from the filing
the Board adopted certain Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Program and Guide), in each case, effective as of immediately prior to the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Everus Construction Group, Inc.: Amended and restated Bylaws (effective 2024-10-31).
- Change
- bylaw amendment
- Effective
- 2024-10-31
Exact text from the filing
and amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective immediately thereafter
View on SEC.gov
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