aca-20230201

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):						February 1, 2023

Arcosa, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware

001-38494

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

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 February 1, 2023, the Board of Directors (the “Board”) of Arcosa, Inc. (the "Company") elected Steven J. Demetriou as a member of the Board, effective immediately. Mr. Demetriou has been appointed to the Governance and Sustainability and Human Resources Committees of the Board.

The Board has made an affirmative determination that Mr. Demetriou qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence and that Mr. Demetriou does not have any relationship to the Company which is material to his ability to be independent from management in connection with his duties as a member of the Governance and Sustainability and Human Resources Committees. Mr. Demetriou will receive the Company’s standard non-employee director compensation. He was awarded 552 restricted stock units, representing a pro-rata portion of the 2022 equity grant made to non-employee directors that vest on the one-year anniversary of the grant. Mr. Demetriou has no arrangement or understanding with any person regarding his selection as a director of the Company, and Mr. Demetriou has no related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The February 1, 2023 press release regarding the election of Mr. Demetriou 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


Exhibit No.			Description
99.1			Arcosa, Inc. Press Release, dated February 1, 2023
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)

February 1, 2023	By:	/s/ Gail M. Peck
		Name: Gail M. Peck
		Title: Chief Financial Officer

Arcosa Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits