Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has established and maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, the Company's disclosure controls and procedures were effective.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f) under the Exchange Act). The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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, 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, 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
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.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. 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/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.
The remaining information required by this Item 10 will be included in our 2024 Definitive Proxy Statement for our Annual Meeting of Shareholders (the "Proxy Statement") and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required to be disclosed by this Item 11 will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required to be disclosed by this Item 12 will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required to be disclosed by this Item 13 will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is Deloitte & Touche LLP , Nashville, Tennessee , PCAOB Auditor Firm ID: 34
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: 185 .
The information required to be disclosed by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) The following financial statements and the other information listed below appear in Part II, Item 8. Financial Statements and Supplementary Data to this Report and are filed as a part hereof:
• 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 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
• Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022 and 2021
• Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules are not filed with this Report because the Schedules are either inapplicable or the required information is presented in the Consolidated Financial Statements or Notes thereto.
(b) The following Exhibits are incorporated by reference into or are filed with this Report:
Incorporated by Reference
Exhibit Number Exhibit Description Filed Herewith Form Period Ended Filing Date
3.1 Amended and Restated Charter of the Company
10-Q 9/30/2011 11/9/2011
3.2 Amended and Restated Bylaws of the Company
8-K 12/21/2022 12/27/2022
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. and Certain of its Subsidiaries and Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto
8-K 12/19/2022 12/20/2022
10.2 Astec Industries, Inc. 2011 Incentive Plan*
DEF 14A 3/4/2011
10.3 Astec Industries, Inc. 2021 Equity Incentive Plan*
DEF 14A 3/18/2021
10.4 Astec Industries, Inc. Executive Change in Control Severance Plan, effective July 28, 2016*
10-K 12/31/2022 3/1/2023
10.5 Separation Agreement, dated as of January 6, 2023, by and between Astec Industries, Inc. and Barry A. Ruffalo *
8-K 1/6/2023 1/6/2023
10.6 Form of Severance Agreement between Astec Industries, Inc. 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. Supplemental Retirement Plan, dated January 1, 1996*
10-K 12/31/1995 3/15/1996
10.9 Astec Industries, Inc. Supplemental Executive Retirement Plan, as amended and restated through January 1, 2009*
10-K 12/31/2008 2/27/2009
10.10 Astec Industries, Inc. Amended and Restated Non-Employee Directors Compensation Plan, original effective April 23, 1998 with amended and restated provisions effective April 29, 2016*
10-K 12/31/2016 3/1/2017
10.11 Astec Industries, Inc. Deferred Compensation Plan effective January 1, 2021*
10-Q 3/31/2021 5/6/2021
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
10.13 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 *
X
21 Subsidiaries of the Registrant
X
23.1 Consent of Independent Registered Public Accounting Firm
X
23.2 Consent of Independent Registered Public Accounting Firm
X
31.1 Certification of Chief Executive Officer of Astec Industries, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
X
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31.2 Certification of Chief Financial Officer of Astec Industries, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
X
32.1 Certification of Chief Executive Officer of Astec Industries, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2 Certification of Chief Financial Officer of Astec Industries, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
X
97 Compensation Recoupment Policy*
X
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"): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) related notes, tagged as blocks of text and including detailed tags.
X
104 Cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (included as Exhibit 101).
X
*Management contract or compensatory plan or arrangement
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
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.
Date: February 28, 2024
ASTEC INDUSTRIES, INC.
(Registrant)
/s/ Jaco van der Merwe
Jaco van der Merwe, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/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 February 28, 2024
Rebecca A. Weyenberg (Principal Financial Officer)
/s/ Jamie E. Palm Vice President, Chief Accounting Officer and Corporate Controller February 28, 2024
Jamie E. Palm (Principal Accounting Officer)
/s/ William D. Gehl Director and Chairman of the Board February 28, 2024
William D. Gehl
/s/ James B. Baker Director February 28, 2024
James B. Baker
/s/ Tracey H. Cook Director February 28, 2024
Tracey H. Cook
/s/ Mark J. Gliebe Director February 28, 2024
Mark J. Gliebe
/s/ Mary L. Howell Director February 28, 2024
Mary L. Howell
/s/ Jeffrey T. Jackson Director February 28, 2024
Jeffrey T. Jackson
/s/ Nalin Jain Director February 28, 2024
Nalin Jain
/s/ Linda I. Knoll Director February 28, 2024
Linda I. Knoll
/s/ Patrick S. Shannon Director February 28, 2024
Patrick S. Shannon
/s/ James Winford Director February 28, 2024
James Winford
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