|
|
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
The
|
1.
|
Election of Directors
|
Director
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|||||
Bruce Young
|
42,109,923
|
2,039,986 | 4,610,769 | |||||
M. Brent Stevens
|
34,254,354
|
9,895,555 | 4,610,769 | |||||
Tom Armstrong
|
44,143,882
|
6,027 | 4,610,769 | |||||
Ryan Beres
|
44,103,033
|
46,876 | 4,610,769 |
2.
|
Ratification of Appointment of Independent Registered Public Accounting Firm
|
Votes For
|
Votes Against
|
Abstentions
|
||
48,709,883
|
47,643 | 3,152 |
●
|
The Board appointed Mr. Howard D. Morgan to serve as Chair of the Board and Mr. Brian Hodges to serve as Vice Chair of the Board, replacing Mr. Brown and Mr. Osman, respectively, who did not stand for re-election at the Annual Meeting. |
●
|
Elected Mr. Stephen Alarcon as a Class I Director to fill the vacancy created by Mr. Homme’s resignation from the Board. The Board also appointed Mr. Alarcon to serve as a member of the Company’s Corporate Governance and Nominating Committee.
Mr. Alarcon, age 38, is a Vice President at Peninsula Pacific, a private investment fund focused on control investments in the gaming, consumer and industrial sectors. Prior to joining Peninsula Pacific in 2013, Mr. Alarcon was a Vice President with Aurora Resurgence where he focused on buyouts and special situations investments for middle-market companies and served on the boards of directors of multiple portfolio companies in North America and Europe. Previously, Mr. Alarcon was an Analyst in the distressed investing team of Highland Capital Management, a global leading alternative investment management firm. Prior to Highland, Mr. Alarcon was an Analyst in the Global Leveraged Finance Group at Lehman Brothers, specializing in high yield and mezzanine underwritings, mergers and acquisitions, and restructuring advisory assignments for companies across a broad range of industries both domestically and internationally. Mr. Alarcon received a Bachelor of Business Administration, with high honors, from the McCombs School of Business at University of Texas at Austin.
In connection with his election and appointment, the Board determined that Mr. Alarcon is an “independent director” in accordance with Section 5605(a)(2) of Nasdaq Listing Rules. Mr. Alarcon’s term will expire at the Company’s 2022 annual meeting of stockholders or his earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Mr. Alarcon nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Rule 404(a) of Regulation S-K, nor is Mr. Alarcon party to any understanding or arrangement pursuant to which he was appointed as a director.
|
●
|
Appointed Mr. Tom Armstrong, a newly elected Board member, as a member of the Audit Committee and a member of the Compensation Committee.
In connection with his appointment as member of the Audit Committee, the Board determined that Mr. Tom Armstrong, an independent director, also meets the requirement for audit committee independence and service pursuant to the Nasdaq Listing Rules and is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. In connection with his appointment to the Compensation Committee, the Board determined Mr. Armstrong is also independent for purposes of compensation committee service in accordance with Nasdaq Listing Rules.
|
Exhibit No. | Description | |
99.1 | Press release dated April 21, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
CONCRETE PUMPING HOLDINGS, INC.
|
||
By:
|
/s/ Iain Humphries
|
|
Name: Iain Humphries
|
||
Title: Chief Financial Officer and Secretary
|