Arcosa Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Metal Fabrications
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2025, the Company held its 2025 Annual Meeting of Shareholders at which the Company’s shareholders voted on the following four proposals and cast their votes as described below.
Proposal 1 – Election of Directors
The shareholders elected the following Directors to serve a term expiring at the 2026 annual meeting of shareholders:
| Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||
| Joseph Alvarado | 43,509,741 | 120,645 | 15,537 | 2,460,296 | ||||||||||
| Rhys J. Best | 43,580,354 | 48,112 | 17,457 | 2,460,296 | ||||||||||
| Antonio Carrillo | 43,585,088 | 46,430 | 14,405 | 2,460,296 | ||||||||||
| Jeffrey A. Craig | 43,549,305 | 79,709 | 16,909 | 2,460,296 | ||||||||||
| Steven J. Demetriou | 39,885,031 | 3,741,644 | 19,248 | 2,460,296 | ||||||||||
| John W. Lindsay | 43,590,183 | 39,487 | 16,253 | 2,460,296 | ||||||||||
| Kimberly S. Lubel | 43,393,639 | 226,381 | 25,903 | 2,460,296 | ||||||||||
| Julie A. Piggott | 43,398,578 | 221,832 | 25,513 | 2,460,296 | ||||||||||
| Melanie M. Trent | 41,629,321 | 2,001,389 | 15,213 | 2,460,296 | ||||||||||
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement dated April 1, 2025, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 43,191,317 | 413,967 | 40,639 | 2,460,296 | ||||||||
Proposal 3 – Advisory Vote to Approve the Frequency of the Advisory Vote on Named Executive Officer Compensation
The shareholders recommended, on an advisory basis, future votes to approve named executive officer compensation on an annual basis by the following vote:
| Votes for Every 1 Year | Votes for Every 2 Years | Votes for Every 3 Years | Abstentions | Broker Non-Votes | ||||||||||
| 41,063,130 | 25,772 | 2,525,300 | 31,721 | 2,460,296 | ||||||||||
Consistent with the recommendations of the Company's Board of Directors and the vote of the shareholders, the Company will hold future advisory votes on executive compensation every year until the next vote on the frequency of shareholder votes on executive compensation.
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 2025
The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, by the following vote:
| For | Against | Abstentions | ||||||
| 45,861,797 | 228,930 | 15,492 | ||||||
Item 7.01 Regulation FD Disclosure.
Arcosa, Inc. (the “Company”) has updated its presentation materials that management intends to use from time to time in investor presentations about the Company’s operations and performance. The investor presentation is attached as Exhibit 99.1 to this report and is incorporated herein by reference. In addition, the investor presentation will be made available on www.arcosa.com.
The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Additionally, the submission of this Item 7.01 in this report on Form 8-K is not an admission of the materiality of any information in this Item 7.01 of this report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| Arcosa, Inc. Investor Presentation dated May 2025 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Arcosa, Inc. | ||||||||
| (Registrant) | ||||||||
| May 14, 2025 | By: | /s/ Gail M. Peck | ||||||
| Name: Gail M. Peck | ||||||||
| Title: Chief Financial Officer | ||||||||