Arcosa holders back merger with CRH Americas
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Form Type
8-K
Rhea-AI Filing Summary
Arcosa, Inc. (ACA) reports the results of a special meeting of stockholders held on September 4, 2026 to vote on matters related to its pending merger with CRH Americas, Inc. under an Agreement and Plan of Merger involving Neon Merger Sub, Inc.
Stockholders representing 39,678,766 shares, or 80.8% of the common stock outstanding as of July 24, 2026, were present or represented by proxy, establishing a quorum. The proposal to adopt and approve the Merger Agreement received 39,595,867 votes for, 66,113 against, and 16,786 abstentions. Stockholders also approved, on a non-binding advisory basis, the merger-related compensation for named executive officers, with 31,492,428 votes for, 8,085,623 against, and 100,715 abstentions. A proposal to adjourn the special meeting was not submitted because the Merger Agreement proposal was approved.
Filing Explained
The shareholder-approval step for Arcosa’s proposed merger with CRH Americas is complete. The disclosed structure would merge Neon Merger Sub into Arcosa, leaving Arcosa as a wholly owned subsidiary of CRH Americas; this filing does not state that the merger has closed.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares represented at special meeting: 39,678,766 shares
Participation rate: 80.8%
Merger Agreement votes for: 39,595,867 votes
+3 more
6 metrics
Shares represented at special meeting
39,678,766 shares
Shares of Arcosa common stock present or represented by proxy at the September 4, 2026 special meeting
Participation rate
80.8%
Percentage of issued and outstanding common shares as of July 24, 2026 represented at the special meeting
Merger Agreement votes for
39,595,867 votes
Votes in favor of adopting and approving the Merger Agreement
Merger Agreement votes against
66,113 votes
Votes against adopting and approving the Merger Agreement
Merger-related compensation votes for
31,492,428 votes
Votes in favor of the non-binding advisory merger-related compensation proposal
Merger-related compensation votes against
8,085,623 votes
Votes against the non-binding advisory merger-related compensation proposal
Key Terms
Agreement and Plan of Merger, broker non-votes, non-binding, advisory basis, quorum
4 terms
Agreement and Plan of Merger regulatory
"related to the Agreement and Plan of Merger (as it may be amended"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
broker non-votes financial
"For | Against | Abstentions | Broker Non-Votes 39,595,867"
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.
non-binding, advisory basis regulatory
"approved the proposal to approve, on a non-binding, advisory basis, a resolution"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
quorum regulatory
"was present in person or represented by proxy at the Special Meeting, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Arcosa, Inc. (ACA) stockholders approve at the September 4, 2026 special meeting?
Stockholders approved the Merger Agreement with CRH Americas, Inc. and Neon Merger Sub, Inc., and also approved, on a non-binding advisory basis, the merger-related compensation for Arcosa’s named executive officers.
What were the voting results for Arcosa’s Merger Agreement proposal?
The Merger Agreement proposal received 39,595,867 votes for, 66,113 votes against, and 16,786 abstentions, with 0 broker non-votes, resulting in stockholder approval of the agreement.
Was the proposal to adjourn Arcosa’s special meeting voted on?
No. The adjournment proposal was not submitted to stockholders because the Merger Agreement proposal was approved, making an adjournment unnecessary.
Who is the merger partner in Arcosa’s approved Merger Agreement?
The Merger Agreement is among Arcosa, Inc., CRH Americas, Inc. as Parent, and Neon Merger Sub, Inc., a wholly owned subsidiary of CRH Americas, under which Neon Merger Sub will merge with and into Arcosa.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): | |
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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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)
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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 |
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| 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 September 4, 2026, Arcosa, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at which the Company’s stockholders considered certain proposals related to the Agreement and Plan of Merger (as it may be amended, supplemented, or otherwise modified in accordance with its terms, the “Merger Agreement”), dated as of June 21, 2026, among the Company, CRH Americas, Inc., a Delaware corporation (“Parent”), and Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
An aggregate of 39,678,766 shares of Company common stock, par value $0.01 per share (the “Common Stock”), or 80.8% of the issued and outstanding shares of Common Stock as of July 24, 2026, the record date for the Special Meeting, was present in person or represented by proxy at the Special Meeting, constituting a quorum.
The final results of voting at the Special Meeting on the matters submitted to a vote of the Company’s stockholders are set forth below.
Proposal 1 – The Merger Agreement Proposal
The stockholders approved the proposal to adopt and approve the Merger Agreement (the “Merger Agreement Proposal”) by the following vote:
| For | Against | Abstentions | Broker Non-Votes |
| 39,595,867 | 66,113 | 16,786 | 0 |
Proposal 2 – The Merger-Related Compensation Proposal
The stockholders approved the proposal to approve, on a non-binding, advisory basis, a resolution approving the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the Merger by the following vote:
| For | Against | Abstentions | Broker Non-Votes |
| 31,492,428 | 8,085,623 | 100,715 | 0 |
Proposal 3 – The Adjournment Proposal
The vote on a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, as described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 3, 2026 (the “Proxy Statement”) was not submitted to the Company’s stockholders for approval at the Special Meeting because the Company’s stockholders approved the Merger Agreement Proposal.
Additional information in respect of the Special Meeting, the proposals described above, and the Merger is set forth in the Proxy Statement.
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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(Registrant)
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September 4, 2026
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By:
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/s/ Bryan P. Stevenson
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Name: Bryan P. Stevenson
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Title: Chief Legal Officer
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