Arcosa (ACA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, via virtual webcast, with shareholders able to vote online, by phone, mail, or during the meeting.

• 2024 financial highlights: $2.57B revenue, $447M adjusted EBITDA, 20.1% return on capital, and 17.4% adjusted EBITDA margin.

• Major strategic moves in 2024 included the acquisition of Stavola, expansion into new markets, and divestiture of the Steel Components business.

• Sustainability initiatives advanced, including a 10% GHG emissions intensity reduction goal by 2026, community investments, and safety improvements.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors for one-year terms, advisory vote on executive compensation, advisory vote on frequency of say-on-pay (Board recommends annual), and ratification of Ernst & Young as external auditor.

• Board recommends voting FOR all proposals and for annual say-on-pay frequency.

• Shareholder proposals for the 2026 meeting must be submitted by November 26, 2025.

Board of directors and corporate governance

• Board consists of nine members, with eight independent directors and an independent non-executive Chairman.

• Board committees (Audit, Governance & Sustainability, Human Resources) are 100% independent.

• Board diversity: over 50% of members are ethnically or gender diverse; average tenure is 7.6 years.

• Annual board and committee self-evaluations, majority voting for directors, and proxy access for shareholders.

• Board succession planning and refreshment are ongoing priorities.