UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
CURRENTREPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 7,
2007
STERLING
CONSTRUCTION COMPANY, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
|
1-31993
(Commission
File Number)
|
25-1655321
(IRS
Employer Identification Number)
|
|
|
|
|
20810
Fernbush Lane
Houston,
Texas 77073
(Address
of principal executive offices)
|
|
|
|
|
(281)
821-9091
(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:
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))
|
Item
5.03Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 7, 2007, the Board of Directors of Sterling Construction Company,
Inc.
(the "Company") on the recommendation of its Corporate Governance &
Nominating Committee, amended Section 1 of Article III of the Company's
by-laws
to change the vote requirement for the election of directors.
Section
1, as amended, provides that to be elected a director at a stockholders'
meeting, the director must receive a majority of the votes cast for him or
her. A majority of the votes cast is defined to mean that the number
of shares voted for a director exceeds the number of shares voted against
that
director. However, if the number of nominees for director exceeds the
number of directors to be elected, the directors will be elected by the vote
of
a plurality of the votes cast at the meeting.
Under
the
by-laws, directors hold office until the expiration of the term for which
they
were elected and until their successors are elected and qualified (or until
a
director's earlier death, resignation or removal). An incumbent
director-nominee who is not re-elected and for whom a successor is not elected
at a stockholders' meeting is required to offer to tender his or her resignation
to the Board of Directors. The Corporate Governance & Nominating
Committee is required to make a recommendation to the Board of Directors
on
whether to accept or reject the offer of resignation, or whether other action
should be taken. The Board of Directors will then act on the
Committee’s recommendation.
Before
the amendment, Section 1 only required a plurality vote for the election
of
directors, whether or not there were more nominees than director positions
to be
filled. When the number of nominees for election was equal to the
number of directors to be elected, any nominee who received at least one
vote
was elected.
Section
1, as amended, became effective upon its adoption by the Board and will first
be
implemented in connection with the election of directors at the Company's
next
Annual Meeting of Stockholders. A copy of Section 1, as amended, is
attached as an exhibit to this Form 8-K, and the foregoing description is
qualified in its entirety by that exhibit.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No.
|
|
Description
|
3.1*
|
|
Section
1 of Article III of the By-Laws of Sterling Construction Company,
Inc. as
amended November 7, 2007.
|
* Filed
herewith
*
* * * *
SIGNATURES
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.
|
Sterling
Construction Company, Inc.
|
|
|
|
|
By:
|
/s/
Roger M. Barzun
|
|
|
Roger
M. Barzun
|
|
|
Senior
Vice President
|
Dated:
November 12, 2007
EXHIBIT
INDEX
Exhibit No.
|
|
Description
|
|
|
Section
1 of Article III of the By-Laws of Sterling Construction Company,
Inc. as
amended November 7, 2007.
|
* Filed
herewith