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): August 7, 2013

Eagle Materials Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12984	75-2520779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas	75219
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number including area code: (214) 432-2000

Not Applicable

(Former name or former address if changed from 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:

¨ 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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on August 7, 2013. At the Annual Meeting, Robert L. Clarke, Martin M. Ellen and Steven R. Rowley were elected to the Board of Directors by the holders of the Company’s Common Stock, par value $0.01 per share, to serve until the 2016 Annual Meeting of Stockholders. The Company’s stockholders also approved the Company’s Amended and Restated Incentive Plan, an advisory resolution regarding the compensation of the Company’s named executive officers, as well as the expected appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending March 31, 2014. Voting results for the director nominees and the other proposal are summarized below:

Election of Class I Directors

	Number of Shares of Common Stock
Director Nominee	For		Against		Abstain		Broker Non-Votes
Robert L. Clarke		41,761,370		1,101,869		223,091		3,225,331
Martin M. Ellen		42,733,567		129,669		223,094		3,225,331
Steven R. Rowley		41,881,948		980,654		223,728		3,225,331

Laurence E. Hirsch, Michael R. Nicolais and Richard R. Stewart continue to serve as directors with a term expiring in 2014. F. William Barnett, Ed H. Bowman and David W. Quinn continue to serve as directors with a term expiring in 2015.

Approval of an advisory resolution regarding the compensation of the Company’s named executive officers

Number of Shares of Common Stock
For		Against		Abstain		Broker Non- Votes
	41,720,405		845,235		520,690		3,225,331

Approval of Amended and Restated Incentive Plan

Number of Shares of Common Stock
For		Against		Abstain		Broker Non- Votes
	33,280,229		9,412,492		393,609		3,225,331

Approval of Ernst & Young LLP as the Independent Auditors

Number of Shares of Common Stock
For		Against		Abstain		Broker Non- Votes
	45,774,160		483,260		54,241		0

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.

EAGLE MATERIALS INC.
By:	/s/ James H. Graass James H. Graass Executive Vice President, General Counsel and Secretary

Date: August 8, 2013