Centuri (CTRI) Proxy filing summary

Executive summary

• Achieved record annual revenue of $2.98 billion in 2025, a 13% increase over 2024, with gross profit up 12% to $247 million and net income of $22.7 million.

• Completed full separation from former parent, expanded operations via acquisition in Atlantic Canada, and increased backlog to $5.9 billion, up 59% year-over-year.

• Focused on capital discipline, operational execution, and mapping a strategy for profitable growth as a standalone public company.

Voting matters and shareholder proposals

• Election of nine directors to serve until the next annual meeting.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Approval of the Centuri Employee Stock Purchase Plan (ESPP).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.

• Procedures for shareholder proposals and director nominations for the next annual meeting outlined.

Board of directors and corporate governance

• Board consists of nine members, majority independent, with a separate Chair and CEO structure.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all chaired by independent directors.

• Board and committees conduct annual self-evaluations and succession planning.

• Stockholder engagement is prioritized, with feedback influencing policy and compensation practices.