Nwpx Infrastructure Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of two directors (Scott Montross and John Paschal) to serve three-year terms; directors are elected by a plurality of votes cast.

2. 2

   Advisory Vote on the Company’s Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the Named Executive Officers as disclosed in the proxy.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the Company’s Named Executive Officers as described in the proxy. Management seeks this advisory approval under Section 14A as a routine corporate governance practice to demonstrate shareholder support for its pay programs and to inform the Compensation Committee’s work; the vote is advisory and not binding on the Board. The Company’s executive compensation program combines base salary, short-term cash incentives tied primarily to adjusted income before income taxes, free cash flow, and safety performance, and long-term equity incentives (PSAs and RSUs) tied to multi-year EBITDA margin performance, with caps, clawback provisions, and stock ownership requirements to align executives with shareholder interests. For 2025 the short-term and long-term incentive structures produced above-target payouts reflecting record financial and safety results, which the Board cites as evidence of pay-for-performance alignment. The Board also highlights governance features such as a supplemental clawback policy, robust stock ownership guidelines, the annual advisory vote, and independent committee oversight as reasons to support the proposal. Management frames the program as calibrated to attract and retain executives while discouraging excessive risk-taking through mix and caps on payouts and multi-year performance measures. Because the vote is non-binding, a favorable result signals shareholder endorsement and is likely to result in the Board maintaining its current compensation framework, while a negative result would prompt the Compensation Committee to reassess plan design and shareholder engagement. Analysts evaluating the vote should weigh the program’s demonstrated links to recent company performance, the presence of governance safeguards, and the advisory nature of the vote when assessing the practical impact of the outcome on pay practices and governance.

3. 3

   Ratification of the Appointment of Baker Tilly as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Baker Tilly as the Company’s independent registered public accounting firm for the 2026 fiscal year.

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When is the Nwpx Infrastructure Inc 2026 annual meeting?

Nwpx Infrastructure Inc (NWPX) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Nwpx Infrastructure Inc 2026 meeting?

The record date for the Nwpx Infrastructure Inc 2026 meeting is Thursday, April 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nwpx Infrastructure Inc's 2026 meeting?

The board is presenting 2 director nominees at the Nwpx Infrastructure Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Nwpx Infrastructure Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Nwpx Infrastructure Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.