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):December 9, 2021

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 December 9, 2021, the Board of Directors (the “Board”) of Arcosa, Inc. (the "Company") elected Julie Piggott as a member of the Board, effective immediately. Ms. Piggott has been appointed to the Audit Committee of the Board.

The Board has made an affirmative determination that Ms. Piggott qualifies as an independent director under the New York Stock Exchange listing standards (including those standards applicable specifically to members of audit committees), the rules and regulations of the Securities and Exchange Commission, and the Company’s standards for director independence.

Ms. Piggott 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 984 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. Piggott has no arrangement or understanding with any person regarding her selection as a director of the Company, and Ms. Piggott has no related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

Item 7.01     Regulation FD Disclosure.

The December 10, 2021 press release regarding the election of Ms. Piggott 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 Julie Piggott as a New Director

DALLAS, Texas - ARCOSA, Inc. - December 10, 2021:

Arcosa, Inc. (NYSE: ACA) (“Arcosa” or the “Company”), a provider of infrastructure-related products and solutions, announced that Julie Piggott has been elected to serve on the Company’s Board of Directors as a new independent member effective December 9, 2021 and will serve as a member of the Company’s Audit Committee. Ms. Piggott is the former Executive Vice President and Chief Financial Officer of BNSF Railway Company (“BNSF”). The Board has been expanded to ten members with the election of Ms. Piggott.

Rhys J. Best, Non-Executive Chairman of the Board of Arcosa commented, “Julie is a highly accomplished executive, and we are thrilled to welcome her to Arcosa’s Board and as a new member of our Audit Committee. Julie’s extensive strategic and financial experience will be invaluable to Arcosa as we work to deliver value for our shareholders.”

Ms. Piggott served as the Executive Vice President and Chief Financial Officer of BNSF, one of North America’s leading freight transportation companies, from 2014 until her retirement in 2021. Ms. Piggott held various other roles with BNSF since joining BNSF in 1991, including Vice President Planning and Studies and Controller and Vice President Finance and Treasurer. Prior to her tenure at BNSF, Ms. Piggott’s experience included finance, accounting, and audit roles at a private investment management company and a public accounting firm. Ms. Piggott holds an inactive CPA license from the state of Minnesota. Ms. Piggott currently serves on the board of directors for a non-profit charity. She holds a Bachelor of Science degree in Accounting from Minnesota State University Moorhead and a Masters of Business Administration from Southern Methodist 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: the Construction Products segment, the Engineered Structures segment, and the Transportation Products segment. For more information, visit www.arcosa.com.

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