Primoris Services : Proxy Statement 2023

PRIMORIST H E W E F

2023 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MAY 3, 2023

PASSION

RESILIENCE INSPIRATION MOTIVATION OPENNESS RELIABILITY INTEGRITY SAFETY

OUR CORE VALUES

We are passionate about our success and the success of our customers.

We get stronger with every challenge.

We seek to inspire an entrepreneurial spirit within the company.

We believe in motivating our people to be the best they can be.

We are open to all forms of diversity.

We always follow through on our commitments.

We act with integrity in everything we do.

We believe that no business objective is so important that it will be pursued at the sacrifice of safety.

OUR VISION

To be a leader in every market we serve and be a trusted service provider and partner to our clients.

OUR MISSION

Built on a foundation of trust, we provide our clients with unmatched value, our employees with a safe work environment and entrepreneurial culture, our shareholders with results, and the communities we serve with innovation and excellence.

A Message from Our Chairman

"We are committed

to delivering

long-term

shareholder value

through the

consistent execution

of our strategy

while staying true to

our core values.

These include supporting the growing needs of our communities by building sustainable infrastructure safely with innovation, quality and exceptional service."

DEAR STOCKHOLDERS:

On behalf of the Board of Directors, I am pleased to invite you to attend the 2023 Annual Meeting of Stockholders of Primoris Services Corporation, a Delaware corporation (Nadsaq: PRIM), to be held on Wednesday, May 3, 2023, at 9:00 a.m. Central Time. This year we are holding the meeting away from our Dallas headquarters and a virtual-only meeting was determined to be the best use of financial resources while ensuring ease of access to the meeting for all stockholders to participate. On March 24, 2023, Primoris announced that it will transfer the listing of its common stock from The Nasdaq Stock Market LLC ("Nasdaq") to the New York Stock Exchange ("NYSE"). Primoris expects that its common stock will commence trading on the NYSE at market open on April 4, 2023 under its current ticker symbol "PRIM". The Company's common stock will continue to trade on Nasdaq until market close on April 3, 2023. The transfer is expected to be seamless and no action is required by investors and stockholders in Primoris.

To participate virtually, register at https://www.viewproxy.com/Primoris/2023/ by 11:59 p.m. Central Time on April 28, 2023. You will need to enter your information, including the control number from your proxy card, to receive a password to attend the meeting.

As always, we encourage you to vote your shares prior to the Annual Meeting by completing and returning the enclosed proxy card.

During the Annual Meeting, we will discuss each item of business described in the accompanying Notice of the 2023 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.

By Order of the Board of Directors,

David L. King Chairman of the Board

Notice of the 2023

Annual Meeting of Stockholders

March 24, 2023

TO OUR STOCKHOLDERS:

The 2023 Annual Meeting of Stockholders of Primoris Services Corporation, a Delaware corporation, will be held virtually on Wednesday, May 3, 2023,

at 9:00 a.m., Central Time.

Only stockholders that owned shares of our Common Stock at the close of business on March 13, 2023 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 nine directors to hold office for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2024 or until a successor is qualified and elected;
2. the advisory, non-binding vote approving the Company's named executive officer compensation program;
3. the advisory, non-binding vote on the frequency of advisory votes on the Company's named executive officer compensation;
4. to ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
5. to approve adoption of the Company's 2023 Equity Incentive Plan; and
6. to transact such other business as may properly come before the Annual Meeting and all adjournments or postponements thereof.

Attending the Annual Meeting Virtually

We 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. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. 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, especially as physical attendance at meetings has dwindled. 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?

Wednesday, May 3, 2023, at 9:00 a.m., Central Time

HOW DO I ACCESS THE

VIRTUAL MEETING?

Log in at https://

www.viewproxy.com/Primoris/ 2023/vm and use the password you received via the registration confirmation email and the control number found on your proxy card

WHO CAN VOTE?

Only stockholders that owned shares of our Common Stock at the close of business on March 13, 2023

are entitled to vote