NORTHWEST PIPE CO
For the period ended Dec 31, 2023. Filed Apr 25, 2024.
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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.
Dec 31, 2023 · Filed Apr 25, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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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NORTHWEST PIPE COMPANY
(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 all boxes that apply):
| ☒ | 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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201 NE Park Plaza Drive, Suite 100
Vancouver, WA 98684
April 15, 2024
Dear Fellow Shareholder:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, June 13, 2024, at 7:00 a.m. Pacific Time. As part of Northwest Pipe Company’s effort to encourage broader participation in the Annual Meeting, the Board of Directors has determined that the Annual Meeting will be conducted virtually via webcast instead of in-person. You will be able to attend the meeting, vote your shares, and submit questions by logging in atwww.virtualshareholdermeeting.com/NWPX2024.
YOUR VOTE IS IMPORTANT. As a shareholder of Northwest Pipe Company, you can play an important role by considering and taking action on the matters set forth in the attached Proxy Statement. The time and attention you invest in making thoughtful decisions is appreciated.
It has been a rewarding year, but not without its challenges. Thank you for your support and continued interest in Northwest Pipe Company.
Sincerely,
Scott Montross President and Chief Executive Officer
| Notice and Proxy Statement | 2024
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| DATE | Thursday, June 13, 2024 |
|---|---|
| TIME | 7:00 a.m. Pacific Time |
| PLACE | VIRTUAL: www.virtualshareholdermeeting.com/NWPX2024 |
| RECORD DATE | Close of business on April 11, 2024 |
| MAILING DATE | This Proxy Statement, together with the enclosed proxy card and the Annual Report on Form 10‑K for the year ended December 31, 2023 (“2023 Annual Report to Shareholders”) of Northwest Pipe Company (collectively with its subsidiaries, the “Company”) are first being mailed to shareholders of the Company on or about April 25, 2024 |
MEETING AGENDA
| 1. | To elect three directors, each to serve for a three-year term; |
| 2. | To hold an advisory vote on the Company’s executive compensation; |
| 3. | To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and |
| 4. | To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
MEETING ADMISSION
The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Northwest Pipe Company will be held via webcast on Thursday, June 13, 2024, at 7:00 a.m. Pacific Time atwww.virtualshareholdermeeting.com/NWPX2024. To participate in the Annual Meeting, you will need your unique 16‑digit control number printed in the box and marked by the arrow on your proxy card or on the voting instructions from your stockbroker, bank, or other nominee that accompanied your proxy materials. On the record date, there were 9,921,802 shares of Common Stock then outstanding, with each share of Common Stock being entitled to one vote.
VOTING PLATFORMS
Only shareholders of record at the close of business on April 11, 2024 are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting. It is important that your shares be represented and voted at the meeting. Please complete, sign, and return your proxy card, or use the Internet or telephone voting systems.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
This Proxy Statement and the Company’s 2023 Annual Report to Shareholders for the Annual Meeting to be held on June 13, 2024 are also available atwww.proxyvote.com.
| Notice and Proxy Statement | 2024
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FORWARD LOOKING STATEMENTS
Certain statements in this Proxy Statement, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), that are based on current expectations, estimates, and projections about Northwest Pipe Company’s business, management’s beliefs, and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Proxy Statement. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that it will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.
| Notice and Proxy Statement | 2024
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.