Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 9, 2023, the Human Resources Committee of the Board of Directors of Arcosa, Inc. (the "Company"), following consultation with the Company's compensation advisor, approved one-time retention grants each of 21,985 time-based restricted stock units ("TBRSUs") with grant day values of $1,500,000 (the "Retention Grants") to Ms. Gail M. Peck, Chief Financial Officer, and Mr. Reid S. Essl, Group President. The Retention Grants are intended to motivate the recipients to continue their considerable efforts in their respective leadership roles and assist with retention. The TBRSUs will vest over a four-year period beginning with 25% of the TBRSUs vesting on the second anniversary of the grant, 25% of the TBRSUs on the third anniversary of the grant and the remaining 50% of the TBRSUs on the fourth anniversary of the grant.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 9, 2023, the Company held its 2023 Annual Meeting of Shareholders at which the Company's shareholders voted on the following three proposals and cast their votes as described below.

Proposal 1 - Election of Directors

The shareholders elected the following Directors to serve a term expiring at the 2024 annual meeting of shareholders:



       Nominee             For         Against    Abstentions     Broker Non-Votes
Joseph Alvarado         42,276,771     218,642       23,308          2,567,942
Rhys J. Best            42,286,849     207,070       24,802          2,567,942

Antonio Carrillo 42,396,303 98,696 23,722 2,567,942 Jeffrey A. Craig 42,392,826 102,319 23,576 2,567,942 Steven J. Demetriou 38,932,262 3,562,811 23,648 2,567,942 Ronald J. Gafford 42,268,360 226,813 23,548 2,567,942 John W. Lindsay 42,396,934 97,805 23,982 2,567,942 Kimberly S. Lubel 42,291,258 205,427 22,036 2,567,942 Julie A. Piggott 42,285,102 211,391 22,228 2,567,942 Melanie M. Trent 42,254,469 241,459 22,793 2,567,942

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement dated March 28, 2023, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:



     For         Against    Abstentions     Broker Non-Votes
  42,015,948     430,549       72,224          2,567,942

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 2023

The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023, by the following vote:



     For         Against    Abstentions
  44,774,046     287,595       25,022

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.          Description
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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