Arcosa (ACA) Proxy filing summary

Executive summary

• Achieved record financial results in 2025, with $2.88B in revenue and $583.3M in adjusted EBITDA, reflecting a 30% increase over 2024 and a 20.2% adjusted EBITDA margin.

• Advanced portfolio transformation through strategic acquisitions and divestitures, notably the Stavola acquisition and Steel Components divestiture.

• Deleveraged balance sheet, reaching a net debt to adjusted EBITDA ratio of 2.27, two quarters ahead of target.

• Integrated sustainability into strategy, achieving milestones such as a 10% reduction goal in GHG emissions intensity by end of 2026 and multiple third-party certifications.

• Enhanced safety culture, with a 10% decline in TRIR and 35% decline in DART year-over-year.

Voting matters and shareholder proposals

• Election of nine incumbent directors for one-year terms expiring at the 2027 annual meeting.

• Advisory vote on named executive officer compensation (Say-on-Pay).

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.

• Shareholder proposals for the 2027 proxy statement must be received by December 1, 2026.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; all committees are 100% independent.

• Board leadership is separated, with an independent non-executive chairman.

• Annual board and committee self-evaluations, majority voting policy, and proxy access for director nominations.

• Robust director and officer stock ownership requirements and policies prohibiting hedging, pledging, and short sales.

• Board succession planning and diversity of skills and experience are emphasized.