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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-03-01 · 47 added, 35 removed, 104 unchanged (44% of the section changed)

10 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management carried out an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2022, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) ("COSO").

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management carried out an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is set forth in Part II, Item 8 of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three month period ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

We are currently undertaking a significant multi-year global ERP implementation to upgrade our information technology platforms and business processes.

The implementation is occurring in phases over several years beginning in 2023.

During the first quarter of 2023, we implemented the human capital resources management module, including the payroll application for all locations within the United States.

During the second quarter of 2023, we implemented the ERP at Corporate and one manufacturing site.

During the third quarter of 2023, we implemented the consolidations and reporting module.

As a result of this multi-year implementation, we expect certain changes to our processes and procedures, which, in turn, will result in changes to our internal control over financial reporting.

While we expect this implementation to strengthen our internal control over financial reporting by automating certain manual processes and standardizing business processes and reporting across our organization, we will continue to evaluate and monitor our internal control over financial reporting as processes and procedures in the affected areas evolve.

With the exception of the implementations described above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three month period ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

OTHER INFORMATION

1 unchanged sentence

Not applicable.

Table of Conten t s

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Board of Directors has approved a Code of Conduct and Ethics that applies to our employees, directors and officers (including our principal executive officer, principal financial officer and principal accounting officer).

The Code of Conduct and Ethics is available on our website at www.astecindustries.com/investors/.

The Code of Conduct and Ethics is available on our website at www.astecindustries.com/esg/governance-documents/.

We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information on our website at the address specified above.

7 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP , Atlanta, Georgia , Auditor Firm ID:

Our independent registered public accounting firm is Deloitte & Touche LLP , Nashville, Tennessee , PCAOB Auditor Firm ID:

Deloitte & Touche LLP was appointed on March 2, 2023 as our independent registered public accounting firm for the 2023 financial statements.

Our predecessor auditor was KPMG LLP , Atlanta, Georgia , PCAOB Auditor Firm ID:

The information required to be disclosed by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.

Table of Conten t s

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Financial Statements and Supplementary Data to this Report and are filed as a part hereof:

• Reports of Independent Registered Public Accounting Firm

• Reports of Independent Registered Public Accounting Firms

• Consolidated Balance Sheets as of December 31, 2023 and 2022

• Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021

• Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2022, 2021 and 2020

• Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021

• Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021

10 unchanged sentences

4.1 Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

10-K 12/31/2022 3/1/2023

10.1 Credit Agreement, dated as of December 19, 2022, between Astec Industries, Inc.

9 unchanged sentences

Executive Change in Control Severance Plan, effective July 28, 2016*

10.5 Severance Agreement between Astec Industries, Inc.

Ruffalo dated as of December 31, 2021*

10-Q 3/31/2022 5/5/2022

10-K 12/31/2022 3/1/2023

10.5 Separation Agreement, dated as of January 6, 2023, by and between Astec Industries, Inc.

8-K 1/6/2023 1/6/2023

10.6 Form of Severance Agreement between Astec Industries, Inc.

and Certain Officers other than the President & Chief Executive Officer dated as of December 31, 2021*

and Certain Officers dated as of December 31, 2021*

10-Q 3/31/2022 5/5/2022

10.7 Separation Agreement, dated as of May 8, 2023, by and between Astec Industries, Inc.

and Anshu Pasricha*

10-Q 6/30/2023 8/3/2023

10.8 Trust under Astec Industries, Inc.

10 unchanged sentences

10-Q 3/31/2021 5/6/2021

10.11 Form of Restricted Stock Unit Award Agreement under the Astec Industries, Inc.

10.12 Form of Restricted Stock Unit Award Certificate under the Astec Industries, Inc.

2021 Equity Incentive Plan *

10-Q 3/31/2021 5/6/2021

10.12 Form of Performance Stock Unit Award Agreement under the Astec Industries, Inc.

10.13 Form of Performa nce - Based Restricted Stock Unit Award Certificate under the Astec Industries, Inc.

2021 Equity Incentive Plan*

10-Q 3/31/2021 5/6/2021

10.14 Form of Restricted Stock Unit Award Certificate under the Astec Industries, Inc.

2021 Equity Incentive Plan - Director Awards *

21 Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm

23.2 Consent of Independent Registered Public Accounting Firm

31.1 Certification of Chief Executive Officer of Astec Industries, Inc.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Table of Conten t s

32.2 Certification of Chief Financial Officer of Astec Industries, Inc.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

97 Compensation Recoupment Policy*

101 The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline Extensible Business Reporting Language ("iXBRL"):

3 unchanged sentences

FORM 10-K SUMMARY

Table of Conten t s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Astec Industries, Inc.

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 1, 2023

February 28, 2024

ASTEC INDUSTRIES, INC.

3 unchanged sentences

SIGNATURE TITLE DATE

/s/ Jaco van der Merwe President and Chief Executive Officer and Director March 1, 2023

/s/ Jaco van der Merwe President and Chief Executive Officer and Director February 28, 2024

Jaco van der Merwe (Principal Executive Officer)

/s/ Rebecca A.

Weyenberg Chief Financial Officer March 1, 2023

Weyenberg Chief Financial Officer February 28, 2024

Weyenberg (Principal Financial Officer)

Palm Vice President, Chief Accounting Officer and Corporate Controller March 1, 2023

Palm Vice President, Chief Accounting Officer and Corporate Controller February 28, 2024

Palm (Principal Accounting Officer)

/s/ William D.

Gehl Director and Chairman of the Board March 1, 2023

Baker Director March 1, 2023

Gehl Director and Chairman of the Board February 28, 2024

Baker Director February 28, 2024

/s/ Tracey H.

Cook Director March 1, 2023

/s/ William G.

Dorey Director March 1, 2023

/s/ Mark Gliebe Director March 1, 2023

Howell Director March 1, 2023

/s/ Nalin Jain Director March 1, 2023

Knoll Director March 1, 2023

/s/ Charles F.

Potts Director March 1, 2023

/s/ William Bradley Southern Director March 1, 2023

William Bradley Southern

Tellock Director March 1, 2023

Cook Director February 28, 2024

Gliebe Director February 28, 2024

Howell Director February 28, 2024

/s/ Jeffrey T.

Jackson Director February 28, 2024

/s/ Nalin Jain Director February 28, 2024

Knoll Director February 28, 2024

/s/ Patrick S.

Shannon Director February 28, 2024

/s/ James Winford Director February 28, 2024

James Winford

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures