Primoris Services Corp
For the period ended Apr 30, 2026. Filed Mar 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2026 · Filed Mar 20, 2026
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Cover page
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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 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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PRIMORIS SERVICES CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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A Message from Our Chairman
| | | | DEAR STOCKHOLDERS:On behalf of the Board of Directors, I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Primoris Services Corporation, a Delaware corporation (NYSE: PRIM), to be held on Thursday, April 30, 2026, at 9:00 a.m. Central Time.We will provide virtual access to the meeting. To participate, register at www.proxydocs.com/PRIM by 11:59 p.m. Central Time by April 24, 2026. You will need to enter your information, including the control number from your proxy card or voting instruction form, to receive a password to attend the meeting.As always, we encourage you to vote your shares prior to the Annual Meeting by voting online or by completing and returning the enclosed proxy card.As we vote on the election of new Board members, I want to thank our retiring Board member, John Schauerman. John has served Primoris in various executive roles including Chief Financial Officer from February 2008 to February 2009 and has been a valued member of the Board of Directors since 2016. We thank him for his service and many contributions to Primoris.During the Annual Meeting, we will discuss each item of business described in the accompanying Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement. We encourage you to read these materials and the Annual Report to Stockholders on SEC Form 10-K carefully. A copy of the Annual Report is included in this mailing. These materials are also available on our website at www.prim.com.Your vote is important to ensure the presence of a quorum, whether or not you plan to attend the meeting. Please ensure that your shares are represented and voted by signing, dating and promptly mailing your enclosed proxy card. If you attend the Annual Meeting of Stockholders virtually, you will have the right to vote during the meeting if you so desire. If you hold your shares through an account with a broker, nominee, fiduciary or other custodian, please follow the instructions you receive from them to vote your shares.Thank you for your ongoing support of and continued interest in Primoris Services Corporation. |
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| | “2025 was an exceptional year with Primoris achieving several record milestones. We accelerated the execution of our strategic growth plan, generated strong cash flow, and solidified our strong balance sheet allowing us to continue allocating capital in our highest return markets.” | |
By Order of the Board of Directors,
David L. King
Chairman of the Board
Notice of the 2026
Annual Meeting of Stockholders
March 20, 2026
TO OUR STOCKHOLDERS:
| The 2026 Annual Meeting of Stockholders of Primoris Services Corporation, a Delaware corporation, will be held virtually on Thursday, April 30, 2026, at 9:00 a.m., Central Time.Only stockholders that owned shares of our Common Stock at the close of business on March 9, 2026, are entitled to vote at the Annual Meeting. A list of our stockholders will be made available at our principal executive offices at 2300 N. Field Street, Suite 1900, Dallas, Texas 75201 during ordinary business hours for ten days prior to the Annual Meeting. The list will also be available for the duration of the virtual meeting via a secure link provided to stockholders who register to attend the virtual meeting.At the Annual Meeting, we will consider the following proposals, which are described in detail in the accompanying Proxy Statement:1.to elect eight Directors to hold office for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2027 or until a successor is qualified and elected;2.to approve, in an advisory, non-binding vote, the Company’s named executive officer compensation;3.to ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and4.to transact such other business as may properly come before the Annual Meeting and all adjournments or postponements thereof.Attending the Annual Meeting VirtuallyWe have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of our Board of Directors or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in to the extent relevant to the business of the Annual Meeting, as time permits.Both stockholders of record and stockholders who hold their shares in “street name” will need to register to be able to attend the Annual Meeting via live audio webcast, submit their questions, and vote their shares electronically at the Annual Meeting by following the instructions below. Questions by stockholders can also be submitted via the meeting website in advance of the Annual Meeting, in addition to during the Annual Meeting. | | | WHEN IS THE MEETING?Thursday, April 30, 2026,at 9:00 a.m., Central Time |
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| | | HOW DO I ACCESS THEVIRTUAL MEETING?Log in at www.proxydocs.com/PRIM and use the passwordyou received via the registrationconfirmation email and the controlnumber found on your proxy card | |
| | | WHO CAN VOTE?Only stockholders that ownedshares of our Common Stock at the close of business onMarch 9, 2026,are entitled to vote | |
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If you are a stockholder of record, you must:
Register at www.proxydocs.com/PRIM by 11:59 p.m. Central Time on April 24, 2026. You will need to enter your name, phone number, control number (which is included on your proxy card), and email address as part of the registration process, following which you will receive an email confirming your registration and providing your password to attend the Annual Meeting.
On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in at www.proxydocs.com/PRIM and using the password you received via the registration confirmation email and the control number found on your proxy card.
If you wish to vote your shares electronically at the Annual Meeting, you will need to visit the link provided during the Annual Meeting while the polls are open, and you will need your control number found on your proxy card.
If your shares are held in “street name”, you must:
Obtain a legal proxy from your broker, bank, or other nominee.
Register at www.proxydocs.com/PRIM by 11:59 p.m. Central Time on April 24, 2026. You will need to enter your name, phone number, and email address and provide a copy of the legal proxy (which may be uploaded to the registration website or emailed to legalproxy@betanxt.com) as part of the registration process, following which you will receive an email confirming your registration and providing your password and virtual control number to attend the Annual Meeting. Please note that if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting, but you will be unable to vote your shares electronically during the Annual Meeting.
On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in at www.proxydocs.com/PRIM and using the password you received via the registration confirmation email and the virtual control number assigned to you in the registration confirmation email.
If you wish to vote your shares electronically at the Annual Meeting, you will need to visit the link provided during the Annual Meeting while the polls are open, and you will need your virtual control number assigned to you in the registration confirmation email.
Technical Difficulties
We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. Please be sure to check in by 8:30 a.m. Central Time on April 30, 2026, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live audio webcast during the check-in or meeting time, please utilize the link on the meeting portal website titled “Having trouble? Please view the Meeting Access FAQs Guide”. This will have many FAQs as well as a technical support number that can be called before or during the meeting.
PLEASE VOTE PROMPTLY—YOUR PROXY IS REVOCABLE AND YOU MAY VOTE VIRTUALLY AT THE MEETING IF YOU WISH.
References to “Primoris”, the “Company”, “we”, “us” or “our” in this Notice and the accompanying Proxy Statement refer to Primoris Services Corporation and its subsidiaries and affiliates, unless otherwise indicated.
| | | By Order of the Board of Directors, |
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| John M. Perisich Executive Vice President, Chief Legal and Administrative Officer and Secretary | ||
*This Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made available,
*as the case may be, on or about March 20, 2026.
Important* Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 30, 2026:*
This Proxy Statement and our Annual Report are available free of charge atwww.proxydocs.com/PRIM*, a site that does not have “cookies” that identifies visitors to the site.*
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.