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):November 1, 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 November 1, 2021, the Board of Directors (the “Board”) of Arcosa, Inc. (the "Company") elected Kimberly Lubel as a member of the Board, effective immediately. Ms. Lubel has been appointed to the Human Resources Committee of the Board.

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

Ms. Lubel 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 1,198 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. Lubel has no arrangement or understanding with any person regarding her selection as a director of the Company, and Ms. Lubel has no related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

Item 7.01     Regulation FD Disclosure.

The November 1, 2021 press release regarding the election of Ms. Lubel 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 Kimberly Lubel as a New Director

DALLAS, Texas - ARCOSA, Inc. - November 1, 2021:

Arcosa, Inc. (NYSE: ACA) (“Arcosa” or the “Company”), a provider of infrastructure-related products and solutions, today announced that Kimberly S. Lubel has been elected to serve on the Company’s Board of Directors as a new independent member effective immediately and will serve as a member of the Company’s Human Resources Committee. Ms. Lubel is the former Chairman, President and Chief Executive Officer of CST Brands, Inc., and a former senior executive of Valero Energy Corporation.

Ms. Lubel’s appointment fills the vacant seat following the announced retirement of David W. Biegler that was effective on September 21, 2021. Mr. Biegler served on the board since the Company’s spin-off as an independent company in November 2018, where he was most recently Chair of the Human Resources Committee, and previously served for over twenty-five years on the board of Trinity Industries, Inc., the Company’s former parent. Mr. Joseph Alvarado, currently serving as a member of the Company’s Human Resources and Governance and Sustainability Committees, will assume the role of Chairman of the Human Resources Committee effective immediately.

“We are extremely grateful to David for his exemplary leadership, while at Arcosa for the past three years and his prior service at Trinity,” commented Rhys J. Best, Non-Executive Chairman of the Board of Arcosa. “David provided strategic continuity through our early days as a new company and continued to provide valuable counsel to the board and management. The board thanks David for his long-standing service and dedication to the creation of shareholder value.”

Mr. Best continued, “We are excited to welcome Kim to the Arcosa board. Her impressive executive and strategic leadership skills as well as her extensive experience as a public company board member will be a tremendous asset to Arcosa. In addition, we are pleased to add Kim to our Human Resources Committee.”

Ms. Lubel served as the Chairman, President, and Chief Executive Officer of CST Brands, Inc. from its spin-off from Valero Energy Corporation in 2013 until CST Brands’ acquisition by Circle K in June 2017. Ms. Lubel served as the Executive Vice President and General Counsel of Valero from 2006 to 2012 and served as its Vice President of Legal Services from 2003 to 2006. Ms. Lubel joined Valero in 1997. Ms. Lubel also serves on the boards of Westlake Chemical Corporation, where she is a member of the Audit, Compensation, Nominating and Governance and Corporate Risk and Sustainability Committees, and PBF Energy Inc., where she is Chair of the Health, Safety, and Environmental Committee and a member of the Compensation Committee. She previously served on the boards of WPX Energy, Inc., and CrossAmerica GP LLC. She holds a Bachelor of Arts degree in Spanish and International Studies from Miami University (Ohio), a Master of Arts degree in International Relations from Baylor University, and a Juris Doctor degree from The University of Texas School of Law. She is also a graduate of the Executive Program at Stanford 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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