Arcosa, Inc. filed an 8-K on September 4, 2026, reporting the results of a special stockholder meeting held that same day, at which stockholders voted to adopt and approve the Agreement and Plan of Merger with CRH Americas, Inc.

Key Highlights

  • Merger approved: Stockholders voted 39,595,867 for and 66,113 against adoption of the Merger Agreement, with 16,786 abstentions and zero broker non-votes.
  • Quorum reached: 39,678,766 shares, representing 80.8% of issued and outstanding Common Stock as of the July 24, 2026 record date, were present in person or by proxy.
  • Merger parties: The agreement is among Arcosa, Inc., CRH Americas, Inc. (Parent), and Neon Merger Sub, Inc., a wholly owned subsidiary of Parent, dated June 21, 2026.
  • Merger structure: Merger Sub will be merged with and into Arcosa, with Arcosa surviving as a wholly owned subsidiary of Parent.
  • Executive compensation advisory vote: The non-binding merger-related compensation proposal passed 31,492,428 for, 8,085,623 against, and 100,715 abstentions.
  • Adjournment proposal not submitted: The adjournment proposal was not put to a vote because the Merger Agreement Proposal was approved.

Arcosa Special Meeting Voting Results and Merger Agreement Details

According to the filing, Arcosa, Inc. (NYSE:ACA) held a special meeting of stockholders on September 4, 2026, to consider proposals related to its Agreement and Plan of Merger dated June 21, 2026. The merger agreement was entered into among Arcosa, CRH Americas, Inc. as Parent, and Neon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent. Under the terms disclosed, Merger Sub will merge with and into Arcosa, leaving Arcosa as a surviving wholly owned subsidiary of Parent.

The filing reported that 39,678,766 shares of Common Stock, par value $0.01 per share, constituting 80.8% of the issued and outstanding shares as of the July 24, 2026 record date, were present or represented by proxy, establishing a quorum. Proposal 1, the Merger Agreement Proposal, received 39,595,867 votes in favor, 66,113 votes against, and 16,786 abstentions, with no broker non-votes recorded, according to the filing.

Proposal 2, a non-binding advisory vote on merger-related compensation for the company's named executive officers, was also approved, with 31,492,428 votes for, 8,085,623 votes against, and 100,715 abstentions. The filing noted that Proposal 3, an adjournment proposal, was not submitted to stockholders because the Merger Agreement Proposal had already been approved. The filing directed readers to the company's definitive proxy statement on Schedule 14A, filed with the SEC on August 3, 2026, for additional information regarding the Special Meeting, the proposals, and the Merger.

What Was Disclosed

Arcosa disclosed the final voting results from its September 4, 2026 special stockholder meeting, confirming approval of the merger agreement with CRH Americas, Inc. and an advisory vote approving merger-related executive compensation.