DEF: Everus Construction Group Sets Date for 2025 Annual Stockholders Meeting

Everus Construction Group announces its first annual meeting as an independent publicly traded company to be held virtually on May 20, 2025.

Summary

• Everus Construction Group will hold its annual meeting of stockholders online on May 20, 2025.
• The meeting will cover the election of directors, an advisory vote on executive compensation frequency, an advisory vote on executive compensation, and ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2025.
• The record date for determining stockholders eligible to vote is March 21, 2025.
• The company completed its spinoff from MDU Resources Group, Inc. on October 31, 2024, and is now an independent publicly traded company listed on the New York Stock Exchange under the ticker symbol ECG.
• In 2024, Everus had consolidated revenues of $2.85 billion, EBITDA of $232.2 million, and net income of $143.4 million.
• Backlog increased to $2.78 billion compared to $2.01 billion in 2023.

Sentiment

Score: 8

Explanation: The document expresses optimism about the company's future and highlights positive financial results, indicating a positive outlook.

Positives

• The company had strong 2024 results, including robust backlog.
• The company is well-positioned to continue its growth trajectory as it remains focused on its 4EVER strategy while serving diversified end markets that have ongoing favorable trends.
• The company is optimistic about its future with expanded opportunities to invest in growing its business as an independent public company while safely and effectively serving its customers and creating value for its stockholders.
• The company's 2024 employee safety Days Away, Restricted or Transferred (DART) rate of 0.59% and Total Recordable Incident Rate (TRIR) of 1.17% were well below comparable industry averages demonstrating our strong workplace safety performance.

Risks

• The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements.
• For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (SEC) on February 28, 2025, as well as subsequent SEC filings thereafter.

Future Outlook

The company believes it is well-positioned to continue its growth trajectory as it remains focused on its 4EVER strategy while serving diversified end markets that have ongoing favorable trends.

Management Comments

• We are extremely grateful for the hard work and dedication of our employees, which continues to drive our success and has allowed us to become an independent publicly traded company as we completed our spinoff from MDU Resources Group, Inc. on October 31, 2024.
• Everus had strong 2024 results, including robust backlog, and we believe we are well-positioned to continue our growth trajectory as we remain focused on our 4EVER strategy while serving diversified end markets that have ongoing favorable trends.
• We are very optimistic about our future with expanded opportunities to invest in growing our business as an independent public company while safely and effectively serving our customers and creating value for our stockholders.

Industry Context

The company operates in the construction solutions industry, providing specialty contracting services to diverse end markets across the United States.

Comparison to Industry Standards

• The company was ranked 9th on Engineering News-Record magazines 2024 Top 600 Specialty Contractors list and ranked 5th on Electrical Construction & Maintenance magazines 2024 Top 50 Electrical Contractors list.
• According to Solar Power World, our operating brand Bombard Renewable Energy is among the top U.S. solar installation providers.

Related Party Transactions

• On October 31, 2024, we entered into a separation and distribution agreement (the separation and distribution agreement) with MDU Resources, pursuant to which MDU Resources agreed to transfer its wholly owned subsidiary Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.) to the company (the Separation) through the pro rata distribution of all of the outstanding common stock of the company to MDU Resources stockholders on October 31, 2024 (the Distribution).
• In connection with the Separation and the Distribution, we entered into several other Separation-related agreements with MDU Resources that govern the relationship of the parties following the Separation and the Distribution, including a transition services agreement, a tax matters agreement, and an employee matters agreement (each entered into on October 31, 2024).
• On the Closing Date, we used $290.0 million of the net proceeds of such indebtedness, including the Term Loan Facility and $40.0 million drawn under the Revolving Credit Facility, to repay $230.0 million of outstanding indebtedness with CEHI, LLC (Centennial), a wholly owned subsidiary of MDU Resources, and to pay a $60.0 million dividend to MDU Resources.

Stakeholder Impact

• The company's performance and strategic direction impact shareholders, employees, customers, and communities where it operates.
• The company remains committed to maintaining the trust of these stakeholders by operating with integrity and being a good corporate citizen.

Next Steps

• Stockholders are encouraged to vote their shares as instructed in the Notice of Availability of Proxy Materials.
• The company anticipates filing its Sustainability Report later this year and making it available on its website.

Key Dates

Keywords

annual meeting, proxy statement, stockholders, directors, executive compensation, Deloitte & Touche, financial performance, Everus Construction Group, MDU Resources, spinoff, construction services