Arcosa Inc

1. 1

   Adoption and Approval of the Merger Agreement

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated June 21, 2026 among Arcosa, CRH Americas, Inc. and Neon Merger Sub, Inc., under which Arcosa will be acquired and each share of Arcosa common stock (other than certain excluded shares) will be converted into the right to receive $150.00 in cash per share.

   More detail

   The merger agreement proposal asks shareholders to approve the Agreement and Plan of Merger providing for CRH Americas’ acquisition of Arcosa for $150.00 per share in cash. Management and the Board seek shareholder approval to complete the transaction, which will result in Arcosa becoming a private subsidiary of CRH and the delisting and deregistration of Arcosa’s stock. The board sought fairness opinions from Evercore and Goldman Sachs, which concluded the per-share cash consideration is fair from a financial point of view, and considered strategic alternatives, regulatory risk and the Company’s forecasts; the board unanimously recommended the transaction and cited cash certainty and a negotiated premium as principal justifications. The transaction is subject to regulatory approvals (HSR and foreign clearances), customary closing conditions and the affirmative vote of a majority of outstanding shares. The agreement includes typical deal protections (no-shop with limited exceptions, fiduciary-out for superior proposals subject to termination fee, termination fees payable by either party depending on circumstances, and specified treatment of equity awards). Notable context includes that management concluded a whole-company sale was preferable to piecemeal divestitures following a process that considered multiple bidders, that the Company negotiated price increases from Parent during talks (from initial $140 to $150 per share), and that the merger consideration is fixed cash (taxable and precludes future upside capture). The board recognized potential conflicts of interest due to management equity acceleration, change-in-control benefits and indemnification protections, which it considered in its deliberations. The proposal raises typical regulatory risk given CRH’s size and the nature of Arcosa’s businesses and contains contractual provisions addressing regulatory remediation but not requiring a hell-or-high-water divestiture commitment. Investors should weigh the immediate cash premium and certainty against foregoing future appreciation and possible alternative strategic outcomes; appraisal rights are available for dissenting stockholders.

2. 2

   Non-Binding Named Executive Officer Merger-Related Compensation Proposal

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation that may be paid to named executive officers in connection with the merger (golden parachute payments and equity award treatment).

   More detail

   This advisory proposal requests that shareholders approve, on a non-binding basis, the merger-related compensation payable to Arcosa’s named executive officers upon a qualifying change-in-control or in connection with the merger, including cash severance (double-trigger CIC plan), accelerated vesting and cash settlement of pre-existing equity awards and treatment/retention of certain legacy Trinity awards. Management is seeking this advisory approval to satisfy SEC rules that require a separate advisory vote on golden parachute-type payments tied to a merger, though the vote is not a condition to closing. The proxy discloses estimated amounts for named executives assuming termination in connection with the merger, including multi-million dollar cash severance and cash settlement of equity awards (e.g., approximately $27.7 million estimated for the CEO under assumed scenarios). The Board recommends a vote “FOR” given disclosure, adherence to plan terms (including double-trigger severance), and the Board’s view that the compensation is reasonable in the context of the transaction. Investors should note that this is advisory only; actual payments will be made according to plan terms and employment agreements and are subject to eligibility and release requirements, and that directors/executives have interests that may diverge from other shareholders due to equity acceleration and severance benefits.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Authorize adjourning the special meeting if necessary to solicit additional proxies, obtain a quorum, or allow time to file or mail any required supplemental or amended disclosures for stockholder review.

   More detail

   The adjournment proposal is a procedural authorization that allows the Company to postpone or adjourn the special meeting to a later date or time if necessary or appropriate to obtain additional proxy support for the merger agreement, ensure a quorum, or give stockholders time to review required supplemental disclosures. Management seeks this authority as a routine and protective measure to facilitate completion of the required stockholder vote under the time-sensitive regulatory and deal timing constraints. The Board recommends “FOR” to preserve flexibility to complete the transaction; the proposal is non-controversial and procedural in nature without financial substance or policy impact.

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When is the Arcosa Inc 2026 special meeting?

Arcosa Inc (ACA) holds its 2026 special shareholder meeting on Friday, September 4, 2026.

What is the record date for the Arcosa Inc 2026 meeting?

The record date for the Arcosa Inc 2026 meeting is Friday, July 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Arcosa Inc's 2026 meeting?

The board is presenting 8 director nominees at the Arcosa Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Arcosa Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Arcosa Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.