false 0001981599 0001981599 2024-12-09 2024-12-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

December 9, 2024

 

 

Centuri Holdings, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-42022   93-1817741
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027

(Address of principal executive offices, including Zip Code)

(623) 582-1235

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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 Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.01 per share par value   CTRI   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01.

Other Events.

On December 9, 2024, Centuri Holdings, Inc. (“Centuri”) issued a press release announcing that it will hold its first Annual Meeting of Stockholders on April 16, 2025 (the “Annual Meeting”) at a place and time to be announced at a later date. More information about the Annual Meeting may be found in the press release, which is filed as exhibit 99.1 hereto and incorporated by reference herein. Formal notice of the meeting, along with additional information, will follow.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

 

Exhibit

No.

    Description
99.1    Press Release.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

    CENTURI HOLDINGS, INC.
Date: December 9, 2024     By:  

/s/ Gregory A. Izenstark

      Gregory A. Izenstark
      Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

Contact:

    For Centuri investors,  

For Centuri media information,

   contact:   contact:
     (623) 879-3700   Jennifer Russo
   Investors@Centuri.com   (602) 781-6958
     JRusso@Centuri.com

FOR IMMEDIATE RELEASE

December 9, 2024

CENTURI ANNOUNCES 2025 ANNUAL MEEING OF STOCKHOLDERS DATE

PHOENIX, AZ- December 9, 2024- Centuri Holdings, Inc. (NYSE: CTRI) (“Centuri” or the “Company”), a leading, pure-play North American utility infrastructure services company, today announced that its 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”) will take place on April 16, 2025, at a place and time to be announced at a later date.

Pursuant to the Company’s bylaws, in order for a stockholder proposal to be properly submitted for presentation at the 2025 Annual Meeting, notice must be given to the Company no earlier than the close of business on December 17, 2024 and prior to the close of business on January 16, 2025. Stockholder proposals must otherwise comply with the additional requirements set forth in the Company’s bylaws. In addition, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must also comply with the additional requirements of Rule 14a-19(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Stockholders who wish to include a proposal in the Company’s proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act must deliver such proposal to the Company no later than December 17, 2024.

Centuri will make important information about the meeting and the matters to be considered available to all stockholders of record and encourages stockholders to review the information as soon as it becomes available.

About Centuri

Centuri Holdings, Inc. is a strategic utility infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across the United States and Canada.

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