false0001073429
0001073429
2020-05-14
2020-05-14
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): May 14, 2020
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U.S. CONCRETE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34530
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76-0586680
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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331 N. Main Street, Euless, Texas 76039
(Address of principal executive offices, including Zip code)
(817)835-4105
(Registrant's telephone number, including area code)
Not Applicable
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, par value $.001
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USCR
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The Nasdaq Stock Market LLC
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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 or 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.
The Company held its 2020 annual meeting of stockholders (the “Annual Meeting”) on May 14, 2020. At the Annual Meeting, there were 14,985,567 shares of common stock of the Company present in person or represented by proxy and entitled to vote. The Company’s stockholders were asked to vote on the following three proposals, each of which is described in the Proxy Statement: (1) the election of eight directors; (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020 and (3) advisory approval of executive compensation.
Proposal #1 - Election of Directors. The stockholders elected the eight nominees listed below to hold office until the 2021 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the following vote:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Susan M. Ball
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11,535,889
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90,076
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9,393
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3,350,209
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Kurt M. Cellar
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11,330,816
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293,996
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10,546
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3,350,209
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Michael D. Lundin
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11,332,004
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292,737
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10,617
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3,350,209
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Rajan C. Penkar
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11,572,473
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52,427
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10,458
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3,350,209
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Ronnie Pruitt
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11,569,762
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54,604
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10,992
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3,350,209
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Theodore P. Rossi
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11,469,582
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155,129
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10,647
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3,350,209
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William J. Sandbrook
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11,504,867
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122,243
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8,248
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3,350,209
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Colin M. Sutherland
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11,493,933
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131,049
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10,376
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3,350,209
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Proposal #2 - Ratification of Ernst & Young LLP. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020, by the following vote:
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For
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Against
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Abstentions
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14,751,644
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207,228
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26,695
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Proposal #3 - Advisory Approval of Executive Compensation. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement by the following vote:
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For
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Against
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Abstentions
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Broker Non-Votes
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11,021,425
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542,599
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71,334
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3,350,209
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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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U.S. CONCRETE, INC.
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Date:
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May 15, 2020
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By:
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/s/ Gibson T. Dawson
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Gibson T. Dawson
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Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
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