8-KAccepted Sep 4, 4:31 PM ET
Arcosa, Inc. Approves Merger Agreement with CRH Americas
Accepted (ET)
4:31 PM
Sep 4, 2026
Filed
Sep 4, 2026
Documents
12
Size
198.8 KB
Summary
Arcosa, Inc. Approves Merger Agreement with CRH Americas
What Happened
- Arcosa, Inc. announced that its stockholders approved the Agreement and Plan of Merger dated June 21, 2026, among Arcosa, CRH Americas, Inc. (Parent) and Neon Merger Sub, Inc. (Merger Sub). The approval occurred at a special meeting on September 4, 2026. Under the Merger Agreement, Merger Sub will merge with and into Arcosa, with Arcosa surviving as a wholly owned subsidiary of Parent.
- A total of 39,678,766 shares (80.8% of issued and outstanding shares as of the July 24, 2026 record date) were present or represented by proxy. The Merger Agreement was approved by a vote of 39,595,867 For, 66,113 Against, and 16,786 Abstentions. Separately, a non-binding advisory vote on merger-related executive compensation was approved: 31,492,428 For, 8,085,623 Against, and 100,715 Abstentions. The adjournment proposal was not submitted because the Merger Agreement passed.
Key Details
- Merger Agreement date: June 21, 2026.
- Special meeting date: September 4, 2026; record date: July 24, 2026.
- Shares present/represented: 39,678,766 (80.8% of outstanding).
- Merger Agreement vote: 39,595,867 For / 66,113 Against / 16,786 Abstentions. Compensation (advisory) vote: 31,492,428 For / 8,085,623 Against / 100,715 Abstentions.
Why It Matters
- Stockholder approval is a principal corporate step required to proceed with the merger; with the vote passed, Arcosa moves closer to becoming a wholly owned subsidiary of CRH Americas.
- The executive compensation approval was advisory (non-binding) but was also supported by a majority of voters, which can smooth implementation of merger-related pay arrangements.
- The filing refers investors to Arcosa’s definitive proxy statement for more details; closing of the merger remains subject to the conditions and timing set forth in the Merger Agreement.