Centuri Holdings Inc

For the period ended Apr 16, 2025. Filed Mar 5, 2025.

About this filing

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 16, 2025 · Filed Mar 5, 2025

CTRI$20.37+9.2%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant	x
Filed by a Party other than the Registrant	o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under Rule 14a-12

Centuri Holdings, Inc.

(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):

x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(i)(1) and 0-11.

March 5, 2025

Dear Stockholder:

You are cordially invited to the Annual Meeting of Stockholders of Centuri Holdings, Inc., scheduled to be held on April 16, 2025 at 10:00 AM Mountain Standard Time in a completely virtual format athttp://www.virtualshareholdermeeting.com/CTRI2025.

The matters to be acted on at the Annual Meeting are described in the enclosed notice and Proxy Statement. Your Board of Directors asks you to support the Board of Directors’ director nominees and to follow its recommendations with respect to the other proposals set forth in the Proxy Statement.

We realize that you may not be able to attend the Annual Meeting of Stockholders and vote your shares at the meeting. However, regardless of your meeting attendance, your vote is important to us. We urge you to ensure that your shares are represented by voting in advance of the meeting online or via a toll-free telephone number, as instructed in the Notice Regarding the Internet Availability of Proxy Materials, or if you have elected to receive a paper or e-mail copy of the proxy materials, by completing, signing and returning the proxy card that is provided. If you decide to attend the Annual Meeting of Stockholders, you may revoke your proxy at that time and vote your shares at such meeting.

Your interest and participation in the affairs of our Company are greatly appreciated.

Sincerely yours,

Christian I. Brown

President and Chief Executive Officer

19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 16, 2025

TIME:	10:00 AM Mountain Standard Time / Pacific Daylight Time
PLACE:	Webcast at http://www.virtualshareholdermeeting.com/CTRI2025
PROPOSALS:	BOARD RECOMMENDS:
	(1)	The election of each of Christian I. Brown, Julie A. Dill, Andrew W. Evans, Karen S. Haller, Christopher A. Krummel, Anne L. Mariucci, and Charles R. Patton to our Board of Directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal;	FOR each director nominee
	(2)	To hold an advisory (non-binding) vote regarding the compensation of our named executives;	FOR
	(3)	To hold an advisory (non-binding) vote regarding the frequency of the non-binding advisory vote on the compensation of our named executives;	1 YEAR
	(4)	To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Centuri for the fiscal year ending December 28, 2025 (“fiscal 2025”); and	FOR
	(5)	To transact such other business as may properly come before the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment(s) or postponement(s) thereof.
RECORD DATE:	Holders of Centuri common stock of record at the close of business on February 24, 2025 are entitled to vote at the Annual Meeting.
INTERNET AVAILABILITY OF PROXY MATERIALS:	On or about March 5, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access both the proxy statement and our annual report. The Notice will also contain instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail. The proxy statement and our annual report can be accessed at the following internet address: www.proxyvote.com. All you have to do is enter the control number located in the Notice or on your proxy card.
NOTICE REGARDING THE VIRTUAL ANNUAL MEETING	The virtual format of the Annual Meeting ensures that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation. For more information about the virtual Annual Meeting, see “General Information” in this Proxy Statement.
PROXY:	It is important that your shares be represented and voted at the Annual Meeting. Whether or not you expect to attend the Annual Meeting in person or virtually, please vote your shares as promptly as possible, or via the internet or telephone as instructed in the Notice or on your proxy card, in order to ensure your representation at the Annual Meeting. You can revoke your proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.

HOW TO VOTE
Please review the proxy statement and vote, at your earliest convenience, using any of the following methods:
(	Call the phone number listed on your Proxy Card to vote BY TELEPHONE.
:	Visit the website listed on your Proxy Card to vote ONLINE.
	Sign, date and return your Proxy Card in the provided postage-paid envelope to vote BY MAIL.
I	Access the virtual meeting to vote by ballot. See “How Do I Attend the Annual Meeting?” (page 1) for instructions.

By Order of the Board of Directors,

Jason S. Wilcock

Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.