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): June 1, 2008
STERLING
CONSTRUCTION COMPANY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
1-31993
|
|
25-1655321
|
(State
or other jurisdiction of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
20810
Fernbush Lane
Houston,
Texas
|
|
77073
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (281) 821-9091
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 (see General Instruction A.2. below):
£
|
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 142-2(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))
|
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective
June 1, 2008, the Board of Directors of Sterling Construction Company, Inc. (the
"Company") increased
the size of the Board from eight directors to nine directors and elected David
R. A. Steadman to fill the vacancy thereby created to serve until the 2009
Annual Meeting of Stockholders. The Board also appointed Mr. Steadman
a member of the Corporate Governance & Nominating Committee.
Mr.
Steadman served as a director of the Company from 2005 until 2008, but was not
nominated for re-election at the 2008 Annual Meeting of
Stockholders. The Board created the vacancy and elected
Mr. Steadman to fill it on the recommendation of the Company's Corporate
Governance & Nominating Committee. That Committee has been
charged with identifying an additional independent director and concluded that
it could take as much as a year to find the right candidate. As a
result, members of the Committee considered it advisable to have a sixth
independent director serving on the Board while the search is being
conducted.
Mr.
Steadman has agreed to serve until the 2009 Annual Meeting of Stockholders and
will be compensated according to the standard compensation arrangements for
non-employee directors.
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.
Date: June
1, 2008
|
|
Sterling Construction Company,
Inc.
|
|
|
|
|
|
|
|
|
/s/ Roger M.
Barzun
|
|
|
Roger M. Barzun
|
|
|
Senior Vice President
|