Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2023, the Human Resources Committee of the Board of Directors of
Arcosa, Inc. (the "Company"), following consultation with the Company's
compensation advisor, approved one-time retention grants each of 21,985
time-based restricted stock units ("TBRSUs") with grant day values of $1,500,000
(the "Retention Grants") to Ms. Gail M. Peck, Chief Financial Officer, and Mr.
Reid S. Essl, Group President. The Retention Grants are intended to motivate the
recipients to continue their considerable efforts in their respective leadership
roles and assist with retention. The TBRSUs will vest over a four-year period
beginning with 25% of the TBRSUs vesting on the second anniversary of the grant,
25% of the TBRSUs on the third anniversary of the grant and the remaining 50% of
the TBRSUs on the fourth anniversary of the grant.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2023, the Company held its 2023 Annual Meeting of Shareholders at
which the Company's shareholders voted on the following three 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
2024 annual meeting of shareholders:
Nominee For Against Abstentions Broker Non-Votes
Joseph Alvarado 42,276,771 218,642 23,308 2,567,942
Rhys J. Best 42,286,849 207,070 24,802 2,567,942
Antonio Carrillo 42,396,303 98,696 23,722 2,567,942
Jeffrey A. Craig 42,392,826 102,319 23,576 2,567,942
Steven J. Demetriou 38,932,262 3,562,811 23,648 2,567,942
Ronald J. Gafford 42,268,360 226,813 23,548 2,567,942
John W. Lindsay 42,396,934 97,805 23,982 2,567,942
Kimberly S. Lubel 42,291,258 205,427 22,036 2,567,942
Julie A. Piggott 42,285,102 211,391 22,228 2,567,942
Melanie M. Trent 42,254,469 241,459 22,793 2,567,942
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
March 28, 2023, 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
42,015,948 430,549 72,224 2,567,942
Proposal 3 - Ratification of Appointment of Independent Registered Public
Accounting Firm for the Year Ending December 31, 2023
The shareholders ratified the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the year ending December 31,
2023, by the following vote:
For Against Abstentions
44,774,046 287,595 25,022
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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