8-K

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.

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(Exact name of registrant as specified in its charter)

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

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:

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

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.

Document

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Arcosa, Inc. Announces Appointment of Steven J. Demetriou as a New Director

DALLAS, Texas - ARCOSA, Inc. - February 1, 2023:

Arcosa, Inc. (NYSE: ACA) (“Arcosa” or the “Company”), a provider of infrastructure-related products and solutions, announced that Steven J. Demetriou has been elected to serve on the Company’s Board of Directors as a new independent member effective February 1, 2023 and will serve as a member of the Company’s Governance and Sustainability and Human Resources Committees. Mr. Demetriou is Executive Chair of the Board of Jacobs Solutions Inc. (“Jacobs”), a global professional services company that designs and deploys technology-centric solutions for many of the world’s most complex challenges.

Mr. Demetriou’s election fills the vacant seat on Arcosa’s Board following the November 4, 2022 retirement of Douglas L. Rock.

Mr. Rock served on the Board since the Company’s spin-off as an independent company in November 2018, where he served as Chair of the Audit Committee until May 2022. He previously served on the Board of Trinity Industries, Inc., the Company’s former parent, joining in 2010.

Rhys J. Best, Non-Executive Chairman of the Board, commented, “On behalf of the Board of Directors, I thank Doug for his twelve years of combined service to Arcosa and Trinity. Doug has enriched Arcosa and the Board with his broad leadership experience and significant strategic insight. His contributions, particularly through our early days as a new public company, have been invaluable to the Company and its shareholders.”

Mr. Best continued, “We are excited to welcome Steve to the Arcosa Board. With over twenty years in the role of Chief Executive Officer and extensive public company board service, he brings valuable perspectives to Arcosa. Over the course of his career, he has gained broad experience with companies in a range of industries, and his construction and infrastructure-focused end market exposure at Jacobs will be a tremendous asset to the Arcosa Board. Steve has been a successful transformational leader driving ESG related initiatives, and we look forward to his strategic input as we continue to execute on our long-term vision.”

Mr. Demetriou was Chair of the Board and Chief Executive Officer of Jacobs from 2015 to January 2023. Prior to Jacobs, Mr. Demetriou served as Chairman and Chief Executive Officer of Aleris Corporation from 2004 to 2015, Chief Executive Officer of Noveon, Inc. from 2001 to 2004, Executive Vice President of IMC Global Inc. from 1999 to 2001, and held various leadership positions with Cytec Industries, Inc. and ExxonMobil Corporation from 1981 to 1999. Mr. Demetriou currently serves as Chair of the Board ofC5 Acquisition Corporation and as a Director of FirstEnergy Corporation. He previously served as Non-Executive Chairman of Foster-Wheeler from 2011 to 2014 and as a Director for Kraton Performance Polymers from 2009 to 2017 and OM Group from 2005 to 2015. He holds a Bachelor of Science in Chemical Engineering from Tufts University.

About Arcosa

Arcosa, Inc., headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction, engineered structures, and transportation markets. Arcosa reports its financial results in three principal business segments: Construction Products, Engineered Structures, and Transportation Products. For more information, visit www.arcosa.com.

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