Centuri (CTRI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 16, 2025, to be held virtually, with voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for ratification of PricewaterhouseCoopers LLP as auditor.

• Shareholders of record as of February 24, 2025, are eligible to vote; multiple voting methods are available.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of auditor.

• Board recommends annual (1 year) frequency for say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be submitted by November 5, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of seven members, with a majority determined to be independent under NYSE rules.

• Board leadership structure separates Chair and CEO roles; Ms. Haller serves as Chair.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Controlled company status exempts from some NYSE governance requirements; Southwest Gas Holdings currently controls 81% of shares.

• Annual board and committee self-evaluations and succession planning are conducted.