8-K

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): March 10, 2016

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.)
1800 Hughes Landing Blvd. The Woodlands, Texas		77380
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (281) 214-0800

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 March 10, 2016, the Board of Directors of Sterling Construction Company, Inc. elected Con L. Wadsworth, 55, Executive Vice President & Chief Operating Officer of the Company.

Since 1976, Mr. Wadsworth has been associated with Ralph L. Wadsworth Construction Company, LLC (RLW) a private family-run construction company in which the Company acquired an 80% interest in December 2009. The Company acquired the remaining 20% of RLW in December 2012. In 2009, Mr. Wadsworth was General manager of RLW and in August 2011 he was elected President, reporting to RLW's Chief Executive Officer, his brother, Kip Wadsworth. With the retirement of Kip Wadsworth as Chief Executive Officer in January 2014, the chief executive officer title was eliminated, and Mr. Wadsworth as President became the chief executive of RLW. While he remained President of RLW, Mr. Wadsworth served as a Senior Vice President of the Company from June 2014 to mid—February 2015 when he voluntarily gave up that position. Brandon Squire, a long-term employee and formerly Executive Vice President & Chief Operating Officer of RLW, has replaced Mr. Wadsworth as President of RLW.

Mr. Wadsworth will be compensated, as follows:

Annual Salary:	$425,000
Incentive Compensation:	Mr. Wadsworth will participate in the 2016 incentive compensation program with a target incentive compensation of 100% of his annual salary.
Benefits:	Mr. Wadsworth is entitled to the same health, life insurance, disability and other like benefits as are made available to the Company's senior managers generally, and on the same terms and conditions as well as four weeks of paid time off, which includes sick time and vacation.

Item 8.01 Other Events

On March 11, 2016, the Company issued a press release announcing Mr. Wadsworth's election as Executive Vice President & Chief Operating Officer. A copy of the press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Press release, dated March 11, 2016 (furnished 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.

Date: March 14, 2016	Sterling Construction Company, Inc.
	By:	/s/ Roger M. Barzun
		Roger M. Barzun
		Senior Vice President

Exhibit Index

Exhibit Number	Description
99.1	Press release, dated March 11, 2016 (furnished herewith)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STERLING CONSTRUCTION COMPANY APPOINTS CON WADSWORTH

EXECUTIVE VICE PRESIDENT & CHIEF OPERATING OFFICER

THE WOODLANDS, TX — March 11, 2016 — Sterling Construction Company, Inc. (NasdaqGS: STRL) (“Sterling” or “the Company”) today announced that Con Wadsworth has been named Executive Vice President & Chief Operating Officer, effective March 10, 2016. In this newly created role, Mr. Wadsworth will be responsible for driving operational efficiency and improved performance across all operating subsidiaries of the Company. He will report to Paul Varello, Sterling’s Chief Executive Officer.

Mr. Wadsworth has 40 years of heavy civil construction experience. Recently he served as President of Ralph L. Wadsworth Construction Company (“RLW”), one of Sterling’s most successful subsidiaries. RLW was acquired in late 2009 as part of Sterling’s geographic expansion strategy.

“We are very pleased to have Con in this new and vitally important role. He has a long and successful track record at RLW for delivering projects on time and within budget,” stated Mr. Varello. “Con has extensive experience in all aspects of our business including estimating, project management and contract administration. In this new role, Con will apply best practices throughout our operations, and capitalize on profit-maximizing synergies across our subsidiaries, including bidding strategies, allocation of resources and optimization of our combined fleet of construction equipment.”

Sterling is a leading heavy civil construction company that specializes in the building and reconstruction of transportation and water infrastructure projects in Texas, Utah, Nevada, Colorado, Arizona, California, Hawaii, and other states where there are profitable construction opportunities. Its transportation infrastructure projects include highways, roads, bridges, ports and light rail. Its water infrastructure projects include water, wastewater and storm drainage systems.

This press release includes certain statements that fall within the definition of “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties, including overall economic and market conditions, federal, state and local government funding, competitors’ and customers’ actions, and weather conditions, which could cause actual results to differ materially from those anticipated, including those risks identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. Any prediction by the Company is only a statement of management’s belief at the time the prediction is made. There can be no assurance that any prediction once made will continue thereafter to reflect management’s belief, and the Company does not undertake to update publicly its predictions or to make voluntary additional disclosures of nonpublic information, whether as a result of new information, future events or otherwise.

Contact: Sterling Construction Company, Inc. Jennifer Maxwell, Director of Investor Relations 281-951-3560 Investor Relations Counsel: The Equity Group, Inc. Fred Buonocore  212-836-9607 Linda Latman  212-836-9609