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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 61 added, 34 removed, 117 unchanged (45% of the section changed)

1 unchanged sentence

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.

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 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.

10 unchanged sentences

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.

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

The implementation is occurring in phases over several years, which began in 2023.

During 2023, we implemented the human capital resources management module, including the payroll application for all locations within the United States, the ERP at Corporate and one manufacturing site and the consolidations and reporting module.

During the second quarter of 2024, we implemented the ERP at two additional manufacturing sites.

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.

2 unchanged sentences

OTHER INFORMATION

Disclosure provided pursuant to Item 5.02 of Form 8-K.

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers .

On February 26, 2025, the Company announced that Robert G.

Putney has been appointed as Vice President, Chief Accounting Officer and Business Development and principal accounting officer of the Company, effective February 21, 2025 (the "Effective Date").

In connection with Mr.

Putney's appointment, as of the Effective Date, Mr.

Brian Harris will step down from his role as the

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Company's principal accounting officer and will continue to serve as the Company's Chief Financial Officer and principal financial officer.

Putney, age 36, has served as the Company's Vice President, Business Development since September 2024 and previously served as the Company's Senior Director, Assistant Corporate Controller from November 2022 to August 2024 and Director, Assistant Corporate Controller from September 2020 to October 2022.

Prior to joining the Company, Mr.

Putney held a variety of roles with increasing responsibility at The Hertz Corporation, a publicly traded worldwide vehicle rental company, from 2015 to 2020, including most recently Corporate Accounting and Global Consolidations Manager.

Prior to joining The Hertz Corporation, Mr.

Putney held positions in various capacities at Unum Group, a publicly traded international provider of workplace benefits and services.

Putney does not have any family relationships with any of the Company's directors or executive officers and is not party to any transactions with the Company that are reportable under Item 404(a) of Regulation S-K.

There are no arrangements or understandings between Mr.

Putney and any other persons pursuant to which he was selected as an officer.

Putney will receive an annual base salary of $245,000, subject to annual review by the Compensation Committee of the Board of Directors of the Company, and will be eligible to earn an annual cash bonus with a target award equal to 40% of his base salary (prorated for 2025), with an opportunity to earn up to 200% of the target award, based on achievement of company goals.

In addition, in connection with his appointment, Mr.

Putney will receive an annual long-term incentive award with an aggregate grant date value equal to approximately $49,000, prorated for 2025 service, consisting of time-based restricted stock units (RSUs) and performance stock units (PSUs).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10, other than the information regarding the Code of Conduct and Ethics and Insider Trading Policy set forth below, is incorporated by reference to the sections entitled "Board of Directors," "Executive Officers," "Corporate Governance, the Board and its Committees," "Delinquent Section 16(a) Reports" and "Report of the Audit Committee" in our Proxy Statement for the 2025 Annual Meeting of Shareholders (the "Proxy Statement").

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/.

The Code of Conduct and Ethics is available on our website at https://ir.astecindustries.com/esg/governance-documents/ and will be made available in print without charge to any shareholder who requests it.

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.

We have an Insider Trading Policy (the "Policy") governing the purchase, sale and other dispositions of our securities that applies to all of our personnel, including directors, officers and employees and other covered persons, as well as the Company itself.

The Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of the Policy is filed as Exhibit 19 to this report.

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.

The information required by this Item 11 is incorporated by reference to the sections entitled "Compensation Discussion and Analysis," "Executive Compensation," "Director Compensation" and "Compensation Committee Report" in our Proxy Statement.

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.

The information required by this Item 12 is incorporated by reference to the sections entitled "Stock Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our Proxy Statement.

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.

The information required by this Item 13 is incorporated by reference to the section entitled "Corporate Governance, the Board and its Committees" in our Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated by reference to the section entitled "Audit Matters" in our Proxy Statement.

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.

Deloitte & Touche LLP was appointed on March 2, 2023 as our independent registered public accounting firm for the 2023 and 2024 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.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

• Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

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

• Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022

• Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

2 unchanged sentences

(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:

(a)(3) The following Exhibits are incorporated by reference into or are filed with this Report:

Incorporated by Reference

16 unchanged sentences

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.

Executive and Key Employee Severance Plan, effective January 1, 2025*

8-K 12/18/2024 12/19/2024

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

10.5 Trust under Astec Industries, Inc.

13 unchanged sentences

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.

10.10 Form of Performance-Based Restricted Stock Unit Award Certificate under the Astec Industries, Inc.

2021 Equity Incentive Plan*

2 unchanged sentences

2021 Equity Incentive Plan - Director Awards*

10-K 12/31/2023 2/28/24

19 Insider Trading Policy*

21 Subsidiaries of the Registrant

5 unchanged sentences

pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

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

5 unchanged sentences

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"):

(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.

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).

10-K 12/31/2023 2/28/24

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Extension Schema Document X

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB XBRL Taxonomy Extension Label Linkbase Document X

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (included in Exhibit 101).

*Management contract or compensatory plan or arrangement

FORM 10-K SUMMARY

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

8 unchanged sentences

Jaco van der Merwe (Principal Executive Officer)

/s/ Rebecca A.

Weyenberg Chief Financial Officer February 28, 2024

Weyenberg (Principal Financial Officer)

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

Palm (Principal Accounting Officer)

Harris Chief Financial Officer February 26, 2025

Harris (Principal Financial Officer)

/s/ Robert G.

Putney Vice President, Chief Accounting Officer and Business Development February 26, 2025

Putney (Principal Accounting Officer)

/s/ William D.

Gehl Director and Chairman of the Board February 26, 2025

Baker Director February 28, 2024

/s/ Tracey H.

11 unchanged sentences

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