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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 2024
Astec Industries, Inc.
(Exact name of registrant as specified in its charter)
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| Tennessee | 001-11595 | 62-0873631 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
1725 Shepherd Road, Chattanooga, Tennessee 37421
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 899-5898
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | ASTE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2024, Astec Industries, Inc. (the "Company") announced that Brian J. Harris has been appointed as Chief Financial Officer of the Company, effective October 7, 2024 (the "Effective Date"). In connection with Mr. Harris' appointment, as of the Effective Date, Mr. Heinrich Jonker will step down from his role as Interim Chief Financial Officer and will continue to serve as Vice President Finance – Infrastructure Solutions of the Company.
Mr. Harris, age 68, served as Executive Vice President and Chief Financial Officer of Summit Materials, Inc. ("Summit"), a leading producer of aggregates and cement, from October 2013 to February 2023. Prior to his role at Summit, Mr. Harris served as Executive Vice President and Chief Financial Officer of Bausch + Lomb Corporation, an eye health products company, from 2009 to 2013. Prior to joining Bausch + Lomb, Mr. Harris held positions in various capacities at the Gates Corporation from 1996 to 2009.
Mr. Harris will receive an annual base salary of $550,000, subject to annual review by the Compensation Committee of the Board, and will be eligible to earn an annual cash bonus with a target award equal to 70% of his base salary (prorated for 2024), with an opportunity to earn up to 200% of the target award, based on achievement of company goals. In addition, in connection with his appointment, Mr. Harris will receive an annual long-term incentive award with an aggregate grant date value equal to approximately $800,000, prorated for 2024 service, consisting of time-based restricted stock units (RSUs) and performance stock units (PSUs). Mr. Harris will also be provided with a company automobile and a $30,000 annual housing allowance, and he will be eligible to participate in the Company’s employee benefit plans and programs generally available to its executives.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
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| 99.1 | | | |
| 104 | | | Cover Page Interactive Data File embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Astec Industries, Inc. |
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| Date: October 7, 2024 | By: | /s/ Edward T. Gilbert Jr. |
| | Edward T. Gilbert Jr. |
| | General Counsel & Corporate Secretary |
Astec Industries, Inc. (NASDAQ: ASTE) Announces Brian J. Harris as New Chief Financial Officer
CHATTANOOGA, Tenn., October 7, 2024 (GLOBE NEWSWIRE) – Astec Industries, Inc. (Nasdaq: ASTE) ("Astec" or the "Company") today announced the appointment of Brian J. Harris as its Chief Financial Officer, effective immediately. In connection with the appointment of Mr. Harris, Heinrich Jonker will step down from his role as Interim Chief Financial Officer and will continue to serve as Vice President Finance – Infrastructure Solutions of the Company.
Mr. Harris previously served as Executive Vice President and Chief Financial Officer of Summit Materials, Inc. ("Summit"), a leading producer of aggregates and cement, from October 2013 to February 2023. Prior to his role at Summit, Mr. Harris served as Executive Vice President and Chief Financial Officer of Bausch + Lomb Corporation, an eye health products company, from 2009 to 2013. Prior to joining Bausch + Lomb, Mr. Harris held positions in various capacities at the Gates Corporation from 1996 to 2009. Mr. Harris earned his Bachelor of Accounting degree from Glasgow University.
Jaco van der Merwe, President and Chief Executive Officer of Astec, said, "We are excited about the addition of Brian to the Astec team. He brings a valuable combination of executive experience and long-time participation in our industry. I am confident that Brian's leadership will continue to help guide our strong and deep finance organization at Astec. I also want to thank Heinrich for his significant contributions to Astec during his recent tenure as Interim Chief Financial Officer. We are excited about Astec's future and look forward to Brian’s contributions to our executive team."
About Astec
Astec, (www.astecindustries.com), is a manufacturer of specialized equipment for asphalt road building, aggregate processing and concrete production. Astec's manufacturing operations are divided into two primary business segments: Infrastructure Solutions that includes road building, asphalt and concrete plants, thermal and storage solutions; and Materials Solutions that include our aggregate processing equipment. Astec also operates a line of controls and automation products designed to deliver enhanced productivity through improved equipment performance.
For more information, visit astecindustries.com and follow us on social media.
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