Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 13, 2021, the stockholders of U.S. Concrete, Inc. (the "Company") approved an Amendment to the U.S. Concrete, Inc. Long Term Incentive Plan (the "Amendment"). The Board of Directors of the Company had previously approved the Amendment, subject to stockholder approval. The material terms of the Amendment are summarized in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2021 (the "Proxy Statement"), which description is incorporated by reference herein. This description of the Amendment is qualified in its entirety by reference to the actual terms of the Amendment, a complete copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Company held its 2021 annual meeting of stockholders (the "Annual Meeting") on May 13, 2021. At the Annual Meeting, there were 14,432,473 shares of common stock of the Company present in person or represented by proxy and entitled to vote. The Company's stockholders were asked to vote on the following four proposals, each of which is described in the Proxy Statement: (1) the election of seven directors; (2) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2021; (3) advisory approval of executive compensation and (4) approval of the Amendment.



Proposal #1 - Election of Directors. The stockholders elected the seven nominees
listed below to hold office until the 2022 annual meeting of stockholders and
until their respective successors are duly elected and qualified, by the
following vote:
       Nominee             For         Against    Broker Non-Vote
Michael D. Lundin       10,608,405     632,871       3,191,197
Susan M. Ball           11,195,730     45,546        3,191,197
Kurt M. Cellar          8,987,994     2,253,282      3,191,197
Rajan C. Penkar         11,193,886     47,390        3,191,197
Ronnie Pruitt           11,104,472     136,804       3,191,197
Theodore P. Rossi       10,208,051    1,033,225      3,191,197
Colin M. Sutherland     11,069,165     172,111       3,191,197

Proposal #2 - Ratification of KPMG LLP. The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2021, by the following vote:



     For         Against    Abstentions
  14,367,806     49,248        15,420

Proposal #3 - Advisory Approval of Executive Compensation. The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement, by the following vote:



     For         Against    Abstentions     Broker Non-Votes
  10,391,608     687,467      162,202          3,191,197

Proposal #4 - Approval of an Amendment to the U.S. Concrete, Inc. Long Term Incentive Plan. The stockholders approved the Amendment, by the following vote:



     For         Against    Abstentions     Broker Non-Votes
  10,430,984     609,308      200,985          3,191,197







--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.    Exhibit
10.1             Amendment to the U.S. Concrete, Inc. Long Term Incentive Plan

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses