Form 8-K - Current report

CENTURI HOLDINGS, INC.

Date: December 9, 2024

/s/ Gregory A. Izenstark

Gregory A. Izenstark

Executive Vice President and Chief Financial Officer

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.

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.

Document and Entity Information	Dec. 09, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001981599
Document Type	8-K
Document Period End Date	Dec. 09, 2024
Entity Registrant Name	Centuri Holdings, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-42022
Entity Tax Identification Number	93-1817741
Entity Address, Address Line One	19820 North 7th Avenue
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85027
City Area Code	(623)
Local Phone Number	582-1235
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 per share par value
Trading Symbol	CTRI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false