Northwest Pipe Co. Announces 2024 Annual Meeting of Shareholders

Ticker: NWPX · Form: DEF 14A · Filed: Apr 25, 2024 · CIK: 1001385

Northwest Pipe CO DEF 14A Filing Summary
FieldDetail
CompanyNorthwest Pipe CO (NWPX)
Form TypeDEF 14A
Filed DateApr 25, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$2 billion, $3, $5 billion, $2.09, $30 million
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholders, Virtual Meeting, Northwest Pipe Co.

TL;DR

<b>Northwest Pipe Company will hold its 2024 Annual Meeting of Shareholders virtually on June 13, 2024, to facilitate broader shareholder participation.</b>

AI Summary

NORTHWEST PIPE CO (NWPX) filed a Proxy Statement (DEF 14A) with the SEC on April 25, 2024. The 2024 Annual Meeting of Shareholders for Northwest Pipe Company will be held virtually on Thursday, June 13, 2024, at 7:00 a.m. Pacific Time. The company is holding the meeting virtually to encourage broader participation. The filing is a Definitive Proxy Statement (DEF 14A). The fiscal year end for Northwest Pipe Co. is December 31. The filing date is April 25, 2024.

Why It Matters

For investors and stakeholders tracking NORTHWEST PIPE CO, this filing contains several important signals. The virtual format aims to increase accessibility and participation from shareholders, regardless of their location. This DEF 14A filing provides essential information for shareholders regarding the annual meeting, including voting procedures and company matters.

Risk Assessment

Risk Level: low — NORTHWEST PIPE CO shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or strategic shifts, indicating a low level of immediate risk or significant change.

Analyst Insight

Shareholders should review the proxy materials to understand the proposals being voted on and to participate in the virtual annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did NORTHWEST PIPE CO file this DEF 14A?

NORTHWEST PIPE CO filed this Proxy Statement (DEF 14A) with the SEC on April 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NORTHWEST PIPE CO (NWPX).

Where can I read the original DEF 14A filing from NORTHWEST PIPE CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NORTHWEST PIPE CO.

What are the key takeaways from NORTHWEST PIPE CO's DEF 14A?

NORTHWEST PIPE CO filed this DEF 14A on April 25, 2024. Key takeaways: The 2024 Annual Meeting of Shareholders for Northwest Pipe Company will be held virtually on Thursday, June 13, 2024, at 7:00 a.m. Pacific Time.. The company is holding the meeting virtually to encourage broader participation.. The filing is a Definitive Proxy Statement (DEF 14A)..

Is NORTHWEST PIPE CO a risky investment based on this filing?

Based on this DEF 14A, NORTHWEST PIPE CO presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or strategic shifts, indicating a low level of immediate risk or significant change.

What should investors do after reading NORTHWEST PIPE CO's DEF 14A?

Shareholders should review the proxy materials to understand the proposals being voted on and to participate in the virtual annual meeting. The overall sentiment from this filing is neutral.

How does NORTHWEST PIPE CO compare to its industry peers?

Northwest Pipe Company operates in the steel pipe manufacturing industry, serving various sectors including water infrastructure and energy.

Are there regulatory concerns for NORTHWEST PIPE CO?

This filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

Industry Context

Northwest Pipe Company operates in the steel pipe manufacturing industry, serving various sectors including water infrastructure and energy.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proxy statement for details on proposals and director nominees.
  2. Register to attend the virtual Annual Meeting by the specified deadline.
  3. Vote your shares prior to the meeting or during the virtual session.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, indicating it is the definitive proxy statement for the upcoming annual meeting, following any preliminary filings.

Filing Stats: 4,275 words · 17 min read · ~14 pages · Grade level 19.3 · Accepted 2024-04-25 16:02:38

Key Financial Figures

Filing Documents

FORWARD LOOKING STATEMENTS

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 iii Table of Contents TABLE OF CONTENTS Proxy Summary 1 Creating Stakeholder Value 6 Company Culture 6 2023 Performance Highlights 6 Transforming Initiatives 9 Corporate Governance 16 Director Elections 16 Director Independence 16 Board Leadership Structure and Risk Oversight 17 Board of Directors Meetings 19 Board of Directors Committees 20 Communications with Directors 21 Audit Committee Report

Executive Compensation Discussion and Analysis

Executive Compensation Discussion and Analysis 33 Elements of Compensation 36

Executive Compensation and Risk

Executive Compensation and Risk 39 Summary Compensation 41 Employment Agreements 44 Change in Control Agreements 45 Potential Payments Upon Termination or Change in Control 46 Pay Ratio Disclosure 46 Pay Versus Performance 47 Compensation Committee Interlocks and Insider Participation 50 Compensation Committee Report 50 Proposal #3: Ratification of the Appointment of Moss Adams LLP 51 Disclosure of Fees Paid to Independent Registered Public Accounting Firm 51 Pre-approval Process 51 Additional Information 52 Certain Relationships and Related Transactions 52 Stock Owned by Management and Principal Shareholders 53 Date for Submission of Shareholder Proposals 54 Other Matters 54 Questions and Answers About the Proxy Materials and the Annual Meeting 54 2023 Annual Report 60 | Notice and Proxy Statement | 2024 iv Table of Contents PROXY SUMMARY PROXY SUMMARY CREATING STAKEHOLDER VALUE Creating Stakeholder Value ' S e ction starts on page 6 . 58 Years of Quality Manufacturing Data as of 12/31/2023 13 Manufacturing Facilities 1,325 Company Employees 4 Branded Product Lines Founded in 1966, Northwest Pipe Company is a leading manufacturer of water-related infrastructure products. In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, the Company manufactures stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe, bar-wrapped concrete cylinder pipe, and one of the largest offerings of pipeline system joints, fittings, and specialized components. | Notice and Proxy Statement | 2024 1 Table of Contents PROXY SUMMARY DELIVERING VALUE A combination of new population centers, rising demand on developed water sources, substantial underinvestment in water infrastructure over the past several decades, impacts from climate change, and inc

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION The following table reflects compensation awarded to the Company's CEO, Chief Financial Officer ("CFO"), and each of the three other most highly compensated executive officers (collectively the "Named Executive Officers" or "NEOs") in 2023. More detailed information regarding Executive Compensation can be found on page 33 under "Executive Compensation Discussion and Analysis" and on page 41 under "Summary Compensation." Name Principal Position Salary Stock Awards Non-Equity Incentive Plan Compensation All Other Compensation Total Scott Montross Director, CEO, and President $ 700,793 $ 977,844 $ 720,939 $ 14,748 $ 2,414,324 Aaron Wilkins Senior Vice President, CFO, and Corporate Secretary 391,250 365,012 241,499 12,270 1,010,031 Miles Brittain Executive Vice President 391,250 365,012 241,499 16,536 1,014,297 Eric Stokes Senior Vice President, SPP 342,285 327,539 176,063 14,009 859,896 Michael Wray Senior Vice President, Precast 338,575 312,709 174,154 14,958 840,396 YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL. The Board of Directors unanimously recommends voting "FOR" the approval of the compensation of the NEOs as disclosed in this proxy statement and as described pursuant to the compensation disclosure rules of the Exchange Act. PROPOSAL #3: RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP Proposal #3: Ratification of the Appointment of Moss Adams LLP ' S ection starts on page 51 . AUDIT SERVICES AND FEES Audit fees include fees for the audit of the annual financial statements, including required quarterly reviews, the audit of the Company's internal control over financial reporting, and services in connection with other regulatory filings. Fees for services billed by the Company's principal accountant, Moss Adams LLP ("Moss Adams"), for the years ended December 31, 2023 and 2022 were as follows: 2023 $1,472,000 2022 $1,3

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing