NWPX Infrastructure (NWPX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, will be held virtually to encourage broader participation and allow shareholders to vote and submit questions online.

• Four key proposals: election of two directors, advisory vote on executive compensation, ratification of Moss Adams LLP as auditor, and approval of a corporate name change to NWPX Infrastructure, Inc.

• 2024 was a record year with net sales of $492.5 million (up 10.8%), gross profit of $95.4 million, and diluted EPS of $3.40, driven by strong SPP and Precast segment performance.

• Strategic focus on growth through acquisitions, margin expansion, efficiency improvements, and a new share repurchase program starting Q2 2025.

• Forward-looking statements highlight continued strength in SPP bidding, improving Precast markets, and ongoing infrastructure funding as key demand drivers.

Voting matters and shareholder proposals

• Proposal 1: Elect two directors for three-year terms.

• Proposal 2: Advisory vote on executive compensation for Named Executive Officers.

• Proposal 3: Ratify Moss Adams LLP as independent auditor for 2025.

• Proposal 4: Approve amendment to change company name to NWPX Infrastructure, Inc., reflecting diversification and strategic growth.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; robust director independence standards and annual self-assessment.

• Board committees: Audit, Compensation, Environmental and Social Governance, and Nominating and Governance, all comprised of independent directors.

• Board leadership includes a Chairperson and a Lead Director to ensure independence.

• Board and committees oversee risk, strategy, compliance, and succession planning.

• Shareholder empowerment features: 10% threshold to call special meetings, no poison pill, and $30 million share repurchase authorization.