Arcosa (ACA) Proxy filing summary

Executive summary

• Special meeting called to approve a merger agreement for an all-cash acquisition at $150.00 per share, with the company becoming a wholly owned subsidiary of the acquirer and ceasing to be publicly traded.

• The board unanimously recommends approval, citing a premium to recent trading prices and fairness opinions from Evercore and Goldman Sachs.

• The merger is expected to close in Q1 2027, subject to regulatory and shareholder approvals, with detailed procedures for voting and appraisal rights.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) non-binding approval of executive compensation related to the merger, and (3) adjournment of the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.

• Appraisal rights are available for dissenting shareholders who follow specific procedures.

Board of directors and corporate governance

• The board conducted a strategic review, considered multiple alternatives, and negotiated with several interested parties before agreeing to the merger.

• The board's decision was based on financial analyses, market conditions, and the absence of superior offers.

• Post-merger, the surviving company’s directors and officers will be those of the merger sub.