UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Sterling
Construction Company, Inc.
(Name of
Registrant as Specified In Its Charter)
______________________________________________________________________
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
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April 29,
2008
Dear
Stockholder of Sterling Construction Company:
We are
taking the unusual step of writing this letter to you because we are concerned
about the adverse impact of the recent RiskMetrics (formerly ISS) recommendation
regarding Proposal #2 on our proxy card for our upcoming Annual Meeting of
Stockholders on May 8, 2008. Proposal #2 is to approve the adoption
of an Amended and Restated Certificate of Incorporation.
The
adoption of Proposal #2 will improve shareholder rights and the overall
corporate governance of the Company. Proposal #2 will also confirm
the Certificate of Incorporation more closely to those of other Delaware
corporations. The key amendments in the proposal are —
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Removal
of the restriction on stockholders acquiring more than 4.5% of the
Company’s common stock.
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Reduction
of the vote requirement from 75% to a simple majority of stockholders to
take the following actions:
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Removal
of directors.
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Amendment
of the Article that sets forth certain powers of directors and related
maters.
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Amendment
of the Article that provides for a staggered board of
directors.
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Amendment
of the Company’s Bylaws by
stockholders.
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Providing
that directors elected by the Board to fill a vacancy serve only until the
next Annual Meeting, not for the unexpired term of the class in which the
vacancy occurred.
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Providing
the Board with the power to amend the terms of already issued preferred
stock.
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RiskMetrics
acknowledges the positive governance provisions related to the reduction of
supermajority voting and the removal of the 4.5% stock ownership
limitation. Yet, they have recommended against the proposal solely
based on the Company's failure to make the minor amendment to the preferred
stock article a separate proposal. We believe their conclusion that
their objection to the minor preferred stock amendment outweighs the positive
aspects of the proposal is completely illogical.
Here are
the facts:
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The
proposal will improve the governance profile of Sterling, something that
RiskMetrics notes in their report.
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RiskMetrics
notes that the Company already has authorized blank check preferred stock,
“…so the marginal impact of these clarifications could be considered
negligible”.
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The
proposal will help the Company avoid the significant costs of obtaining
75% approval for future amendments.
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Except
for the minor amendment to the preferred stock article, none of the
proposed amendments benefits the Board of Directors; they all benefit the
shareholders.
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Two other
independent leading proxy advisory firms, Glass, Lewis & Co. and PROXY
Governance, INC. have recommended that shareholders vote FOR Proposal
#2. Both firms note that elimination of the supermajority voting
provisions will benefit shareholders.
The
Amended and Restated Certificate of Incorporation requires the affirmative vote
of 75% of the shares outstanding, so every vote is important.
Sterling's
Board is asking for your help to ensure that the unreasonable position that
RiskMetrics has taken does not block passage of a proposal designed to benefit
shareholders. Please vote FOR Proposal #2. If you have
already voted, you can still change your vote by using the enclosed proxy card
or by instructing your voting agent to do so.
If you
have any questions or need assistance in voting your shares, please call the
Company's Chairman & CEO, Patrick T. Manning, our President, Joseph P.
Harper, Sr., at (281) 821-9091, or our proxy solicitor, The Altman Group, at
(201) 806-2207.
Thank you
for your consideration.