Arcosa (NYSE: ACA) investors approve directors, executive pay and Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Arcosa, Inc. reported results of its 2026 Annual Meeting of Shareholders held on May 13, 2026. Shareholders elected nine directors to terms expiring at the 2027 annual meeting, with each nominee receiving more votes "For" than "Against".

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the March 31, 2026 proxy statement. In addition, they ratified the appointment of Ernst & Young LLP as Arcosa’s independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual meeting date: May 13, 2026 Say-on-pay votes For: 43,665,451 shares Say-on-pay votes Against: 521,917 shares +5 more

8 metrics

Annual meeting date May 13, 2026 Date of 2026 Annual Meeting of Shareholders

Say-on-pay votes For 43,665,451 shares Advisory vote to approve named executive officer compensation

Say-on-pay votes Against 521,917 shares Advisory vote to approve named executive officer compensation

Auditor ratification votes For 46,578,461 shares Ratification of Ernst & Young LLP for year ending December 31, 2026

Auditor ratification votes Against 264,353 shares Ratification of Ernst & Young LLP

Highest director For votes 44,158,115 shares Votes For John W. Lindsay as director

Largest director Against votes 3,427,289 shares Votes Against Steven J. Demetriou as director

Broker non-votes on proposals 1 & 2 2,586,744 shares Broker non-votes for director elections and say-on-pay

Key Terms

Broker Non-Votes, Advisory Vote, Named Executive Officer Compensation, Independent Registered Public Accounting Firm, +1 more

5 terms

Broker Non-Votes financial

"Nominee | For | Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Advisory Vote financial

"Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Named Executive Officer Compensation financial

"the compensation of the Company’s named executive officers as disclosed in the proxy statement"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

Independent Registered Public Accounting Firm financial

"independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders financial

"the Company held its 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

05/15/2026 - 05:27 PM

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


Date of Report (Date of Earliest Event Reported):						May 13, 2026

Arcosa, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware

1-38494

82-5339416

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

500 N. Akard Street, Suite 400

Dallas,

Texas

75201

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (972) 942-6500


Not Applicable
(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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	ACA	New York Stock Exchange
Common Stock ($0.01 par value)	ACA	NYSE Texas, Inc.

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2026, the Company held its 2026 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 2027 annual meeting of shareholders:


Nominee	For	Against	Abstentions	Broker Non-Votes
Joseph Alvarado	44,059,859	211,888	15,480	2,586,744
Rhys J. Best	44,091,957	179,937	15,333	2,586,744
Antonio Carrillo	44,003,636	269,020	14,571	2,586,744
Jeffrey A. Craig	44,130,284	141,788	15,155	2,586,744
Steven J. Demetriou	40,843,391	3,427,289	16,547	2,586,744
John W. Lindsay	44,158,115	114,493	14,619	2,586,744
Kimberly S. Lubel	44,074,968	191,544	20,715	2,586,744
Julie A. Piggott	44,077,761	185,877	23,589	2,586,744
Melanie M. Trent	41,980,438	2,290,040	16,749	2,586,744

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 31, 2026, 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
43,665,451	521,917	99,859	2,586,744

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the following vote:


For	Against	Abstentions
46,578,461	264,353	31,157

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
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 15, 2026	By:	/s/ Bryan P. Stevenson
		Name: Bryan P. Stevenson
		Title: Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Arcosa (ACA) shareholders decide at the 2026 annual meeting?

Arcosa shareholders elected nine directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as auditor for the year ending December 31, 2026. All three management proposals received more votes in favor than against at the May 13, 2026 meeting.

How did Arcosa (ACA) shareholders vote on the director nominees?

All nine director nominees were elected, each receiving more "For" than "Against" votes. For example, John W. Lindsay received 44,158,115 votes for and 114,493 against, while Steven J. Demetriou received 40,843,391 for and 3,427,289 against, with broker non-votes recorded.

Was Arcosa (ACA) executive compensation approved by shareholders?

Yes. Arcosa shareholders approved, on an advisory basis, the compensation of named executive officers. The vote totaled 43,665,451 shares for, 521,917 against, and 99,859 abstentions, with 2,586,744 broker non-votes, covering the Compensation Discussion and Analysis, tables, and related narrative.

Which accounting firm did Arcosa (ACA) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as Arcosa’s independent registered public accounting firm for the year ending December 31, 2026. The auditor ratification received 46,578,461 votes for, 264,353 against, and 31,157 abstentions, indicating strong support for continuing the existing audit relationship.

When was Arcosa’s 2026 Annual Meeting of Shareholders held?

Arcosa held its 2026 Annual Meeting of Shareholders on May 13, 2026. At this meeting, investors voted on three proposals: election of directors, an advisory say-on-pay vote for named executive officer compensation, and ratification of Ernst & Young LLP as the company’s independent auditor for 2026.

Filing Exhibits & Attachments

4 documents