0000792987-18-000042.txt : 20181029 0000792987-18-000042.hdr.sgml : 20181029 20181029162913 ACCESSION NUMBER: 0000792987-18-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181025 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181029 DATE AS OF CHANGE: 20181029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTEC INDUSTRIES INC CENTRAL INDEX KEY: 0000792987 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 620873631 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11595 FILM NUMBER: 181144544 BUSINESS ADDRESS: STREET 1: 1725 SHEPHERD ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238995898 MAIL ADDRESS: STREET 1: 1725 SHEPHERD ROAD CITY: CHATTANOOGA STATE: TN ZIP: 37421 8-K 1 f8k-1026dir.htm CHANGE IN DIRECTORS

 
 
 
 
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

October 25, 2018
Date of report (Date of earliest event reported)
Astec Industries, Inc.
 (Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
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
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
 
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))
 
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.

(b) Effective October 25, 2018, W. Norman Smith resigned as a director and Vice Chairman of Astec Industries, Inc. (the "Company").  He has also resigned from the executive committee of the Company's Board of Directors (the "Board").  Mr. Smith's resignation from the positions with the Company described above did not involve any disagreement on any matter relating to the Company's operations, policies or practices.
 
(d) On October 25, 2018, the Board elected Brad Southern as a new director to fill the vacancy created as a result of Mr. Smith's resignation.  The Board determined that Mr. Southern is an "independent director" as defined in the Rule 5605(a)(2) of the Nasdaq Marketplace Rules and also appointed Mr. Southern to serve as a member of the audit committee of the Board.  Mr. Southern's initial term as a director will expire at the Company's 2019 annual meeting of shareholders, and the Company anticipates that he will stand for reelection at that time.
 
Mr. Southern is the Chief Executive Officer and member of the Board of Directors of Louisiana-Pacific ("LP"), a global leader of high performance building solutions based in Nashville, Tennessee.  Mr. Southern joined LP in 1999. He led LP's siding business from 2005 to 2015 before taking the lead for OSB operations, a position he held until he was named chief operating officer in 2016.  Mr. Southern began his career with MacMillan Bloedel as a forester, where he held a variety of jobs in forestry, strategic planning, finance, accounting and plant management. He has a B.S. and a master's degree in Forest Resources, both from the University of Georgia.
 
There have been no arrangements or understandings between Mr. Southern and any other person pursuant to which he was elected as a director.  Mr. Southern will receive compensation for his services as director in accordance with the director compensation plan described under the heading "Material Terms of Director Compensation Plan" in the Company's definitive Proxy Statement dated March 9, 2018, and filed with the Securities and Exchange Commission on March 9, 2018.

 
On October 29, 2018, the Company issued a press release with additional information regarding the foregoing.  A copy of this press release is attached to this filing as an exhibit and is incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number
 

Description
99.1
 
Press Release, dated October 29, 2018
     

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.

Date: October 29, 2018
ASTEC INDUSTRIES, INC.
 
 
By:   /s/ Stephen C. Anderson
       Stephen C. Anderson
       Vice President and Secretary
 
 
EXHIBIT INDEX
 
 
 
Exhibit
 
 
Number
 
Description
99.1
 
Press Release, dated October 29, 2018

EX-99.1 2 ex99-1.htm PRESS RELEASE

Exhibit 99.1
Astec Industries, Inc.
 
NEWS RELEASE
 
1725 Shepherd Rd. - Chattanooga, TN 37421 - Phone (423) 899-5898 - Fax (423) 899-4456
 
ASTEC INDUSTRIES APPOINTS BRAD SOUTHERN TO BOARD OF DIRECTORS

Vice Chairman W. Norman Smith Stepped Down from Board of Directors

CHATTANOOGA, Tenn. (October 29, 2018) – Astec Industries, Inc. (Nasdaq: ASTE) today announced that Brad Southern, Chief Executive Officer of Louisiana-Pacific Corporation (LP), has been appointed to the Board of Directors, effective October 25, 2018. The Company also announced that W. Norman Smith, Vice Chairman, who has served as a director since 1982, stepped down from the Board on the same date. Mr. Southern will join the class of directors standing for election at the 2019 Annual Meeting of Shareholders and will serve as a member of the Audit Committee.

Mr. Southern, 57, has served as CEO and a director of LP, a leading manufacturer of quality engineered wood building materials, since 2016. Mr. Southern began his career with LP in 1999 and has held various leadership positions throughout his nearly 20-year tenure with the company.

Benjamin G. Brock, Chief Executive Officer, stated, "I am delighted to welcome Brad to the Astec Board. Brad brings significant experience in the building materials manufacturing industry, as well as a strong focus on operational execution. We look forward to benefiting from his fresh insights and valuable perspective as we continue to execute on our strategic plan to accelerate growth, improve profitability and drive shareholder value. I would also like to thank Norm for his years of service on the Board. He has been an instrumental founder of our organization, having helped build Astec from the ground up into the global leader it is today. Personally, I have greatly benefited from and valued his mentorship and support."

Mr. Southern said, "I am excited to be joining the Astec Board at this important time for the Company. I look forward to working with my fellow Board members to oversee the Company's strategy and advance the Company's efforts to enhance value for Astec's shareholders."

Mr. Smith commented, "It has been a remarkable journey watching Astec grow into a global construction equipment manufacturing leader. Throughout my career, the Company has held firmly to its founding values of innovation, reliability and customer service. I am proud of everything we have accomplished together, and remain confident that, under Ben's leadership, Astec is well positioned for the future."

About Brad Southern
Mr. Southern is the Chief Executive Officer and member of the Board of Directors of Louisiana-Pacific (LP), a global leader of high performance building solutions based in Nashville, Tennessee. Mr. Southern joined LP in 1999. He led LP's siding business from 2005 to 2015 before taking the lead for OSB operations, a position he held until he was named chief operating officer in 2016. Mr. Southern began his career with MacMillan Bloedel as a forester, where he held a variety of jobs in forestry, strategic planning, finance, accounting and plant management. He has a B.S. and a master's degree in Forest Resources, both from the University of Georgia.

About Astec Industries, Inc.
Astec Industries, Inc. is a manufacturer of specialized equipment for asphalt road building; aggregate processing; oil, gas and water well drilling; wood processing and concrete production. Astec's manufacturing operations are divided into three primary business segments: road building, specialized industrial products, and related equipment (Infrastructure Group); aggregate processing and mining equipment (Aggregate and Mining Group); and equipment for the extraction and production of fuels, biomass production, commercial and industrial burners, concrete production and water drilling equipment (Energy Group).
 


The information contained in this press release contains "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the future performance of the Company.  These forward-looking statements reflect management's expectations and are based upon currently available information, and the Company undertakes no obligation to update or revise such statements.  These statements are not guarantees of performance and are inherently subject to risks and uncertainties, many of which cannot be predicted or anticipated.  Future events and actual results, financial or otherwise, could differ materially from those expressed in or implied by the forward-looking statements.  Important factors that could cause future events or actual results to differ materially include:  general uncertainty in the economy, oil, gas and liquid asphalt prices, rising steel prices, decreased funding for highway projects, the relative strength/weakness of the dollar to foreign currencies, production capacity, general business conditions in the industry, demand for the Company's products, seasonality and cyclicality in operating results, seasonality of sales volumes or lower than expected sales volumes, lower than expected margins on custom equipment orders, competitive activity, tax rates and the impact of future legislation thereon, and those other factors listed from time to time in the Company's reports filed with the Securities and Exchange Commission, including but not limited to the Company's annual report on Form 10-K for the year ended December 31, 2017.

For Additional Information Contact:

Benjamin G. Brock 
President and Chief Executive Officer 
Phone: (423) 867-4210 
Fax: (423) 867-4127 
E-mail: bbrock@astecindustries.com
Or
David C. Silvious 
Vice President and Chief Financial Officer 
Phone: (423) 899-5898 
Fax: (423) 899-4456 
E-mail: dsilvious@astecindustries.com
Or
Stephen C. Anderson 
Vice President, Director of Investor Relations & Corporate Secretary 
Phone: (423) 899-5898 
Fax: (423) 899-4456 
E-mail: sanderson@astecindustries.com