Current Report Filing (8-k)
November 01 2021 - 04:33PM
Edgar (US Regulatory)
0001739445false00017394452021-11-012021-11-01
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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Date of Report (Date of Earliest Event Reported): |
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November 1, 2021 |
Arcosa, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware |
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001-38494 |
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82-5339416 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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500 N. Akard Street, Suite 400 |
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Dallas, |
Texas |
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75201 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code:
(972) 942-6500
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Not Applicable |
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(Former name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock ($0.01 par value) |
ACA |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On November 1, 2021, the Board of Directors (the “Board”) of
Arcosa, Inc. (the "Company") elected Kimberly Lubel as a member of
the Board, effective immediately. Ms. Lubel has been appointed to
the Human Resources Committee of the Board.
The Board has made an affirmative determination that Ms. Lubel
qualifies as an independent director under the New York Stock
Exchange listing standards (including those standards applicable
specifically to members of compensation committees), the rules and
regulations of the Securities and Exchange Commission and the
Company’s standards for director independence.
Ms. Lubel will receive the Company’s standard non-employee director
compensation as described in the Company’s Definitive Proxy
Statement filed with the Securities and Exchange Commission on
March 23, 2021. She was awarded 1,198 restricted stock units,
representing a pro-rata portion of the 2021 equity grant made to
non-employee directors, that will vest one year from the date of
grant. Ms. Lubel has no arrangement or understanding with any
person regarding her selection as a director of the Company, and
Ms. Lubel has no related person transactions with the Company
reportable under Item 404(a) of Regulation S-K.
Item 7.01
Regulation
FD Disclosure.
The November 1, 2021 press release regarding the election of Ms.
Lubel is being furnished with this Current Report on Form 8-K as
Exhibit 99.1. 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
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Exhibit No. |
Description |
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Arcosa, Inc. Press Release, dated November 1, 2021 |
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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.
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Arcosa, Inc. |
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November 1, 2021 |
By: |
/s/ Gail M. Peck |
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Name: Gail M. Peck |
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Title: Chief Financial Officer |
Arcosa (NYSE:ACA)
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