8-K

UNITED STATESSECURITIES 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

November 14, 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 EmployerIdentification 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.

(d)On November 14, 2018, the Board elected Tracey Cook as a new director of Astec Industries, Inc.  The Board determined that Ms. Cook is an "independent director" as defined in the Rule 5605(a)(2) of the Nasdaq Marketplace Rules and also appointed Ms. Cook to serve as a member of the audit committee of the Board.  Ms. Cook's initial term as a director will expire at the Company's 2019 annual meeting of shareholders, and the Company anticipates that she will stand for reelection at that time. 

Ms. Cook is President of the AMECO Business Line ("AMECO") and a Vice President of Fluor Corporation, a Fortune 200 engineering and construction company.  Ms. Cook has almost 30 years of experience in the engineering and construction industry.  Ms. Cook joined Fluor Corporation in 1989 and worked in various finance roles in the pulp and paper, mining, power services and technology consulting industries as well as in corporate financial planning and analysis.  Beginning in 1995, she worked in finance on new business and e-commerce initiatives and later transferred to AMECO (construction equipment, tools and scaffolding solutions) where she was instrumental in divesting the North American commercial equipment dealerships in 2001.  In 2002 she became the CFO of AMECO and has also served as AMECO's VP of Regional Operations for North America/Caribbean and Chief Operations Officer for the business globally before becoming AMECO's President in 2014. 

There have been no arrangements or understandings between Ms. Cook and any other person pursuant to which she was elected as a director.  Ms. Cook will receive compensation for her 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 November 19, 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 November 19, 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: November 19, 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 November 19, 2018

EX-99.1

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 TRACEY H. COOK TO BOARD OF DIRECTORS

CHATTANOOGA, Tenn. (November 19, 2018) – Astec Industries, Inc. (Nasdaq: ASTE) today announced that Tracey H. Cook, President, AMECO Business Line ("AMECO") of Fluor Corporation, has been appointed to the Company's Board of Directors and will also serve as a member of the Board's Audit Committee, effective November 14, 2018.Ms. Cook's initial term as a director will expire at the Company's 2019 annual meeting of shareholders, and the Company anticipates that she will stand for reelection at that time. 

Ms. Cook, 51, has served as President of AMECO, a service provider of construction equipment, tools and scaffolding solutions since 2014. Ms. Cook began her career with Fluor Corporation ("Fluor"), a Fortune 200 engineering and construction company, in 1989 and has held various leadership positions throughout her nearly 30-year tenure with the company.

Benjamin G. Brock, Chief Executive Officer, stated, "We are delighted to welcome Tracey to the Astec Board and look forward to benefiting from Tracey's significant experience in optimizing operations, international business, and the construction equipment industry. As we continue to execute on our strategy, we anticipate Tracey's contributions will help to enhance shareholder value."

Ms. Cook said, "I am excited and honored to be joining the Astec Board and look forward to working with my fellow Board members to enhance value for Astec's shareholders."

About Tracey Cook

Ms. Cook is a Vice President of Fluor and President of AMECO.  Fluor is a Fortune 500 engineering and construction company and AMECO offerings include construction equipment, tools and scaffolding solutions.  Ms. Cook joined Fluor Corporation in 1989 and, beginning in 2001, served as AMECO's CFO, VP of Regional Operations for North America/Caribbean and Chief Operations Office for the business globally before becoming its President in 2014.  Prior to 2001,  she worked in finance on multiple projects with various industry groups in addition to new business and e-commerce initiatives for Fluor.  She then transferred  to AMECO where she was instrumental in divesting the North American commercial equipment dealerships in 2001.  She has a B.S. in Accounting from the University of South Carolina and has completed several executive management and leadership programs including Wharton and Thunderbird.

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