UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~DC 20549

~~CURRENT~~FORM ~~REPORT~~8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): December 1417, ~~2007~~2008

~~Meadow~~MEADOW ~~Valley~~VALLEY ~~Corporation~~CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~charter~~Charter)

Nevada


Nevada	0-25428	88-0328443

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(State~~ 4602 orEast ~~other~~Thomas ~~jurisdiction~~Road, Phoenix, Arizona 85018 (Address of ~~incorporation~~Principal Executive Offices) (Zip Code)

~~0-25428~~ (~~Commission File Number~~602) 88 437-~~0328443~~ 5400 (~~IRS~~Registrant’s ~~Employer~~telephone ~~Identification~~number, ~~Number~~including area code)

~~4602~~ (Former E.Name ~~Thomas~~or ~~Road,~~Former ~~Phoenix~~Address, AZif ~~(Address~~Changed ofSince ~~principal~~Last ~~executive offices~~Report) ~~85018 (Zip Code)~~

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(602) 437~~the Form 8-~~5400~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Not~~o ~~applicable~~ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former~~o ~~name~~Soliciting ormaterial ~~former~~pursuant ~~address,~~to ifRule ~~changed~~14a-12 ~~since~~under ~~last~~the ~~report~~Exchange Act (17 CFR 240.14a-12)

~~Check~~o ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the filing~~under ~~obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 240.14d-2(b))

o ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~13e-4(c) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~13e-4(c))

oTABLE ~~Soliciting~~OF ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~CONTENTS

oItem ~~Pre-commencement~~8.01. ~~communications~~Other ~~pursuant~~Events ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~SIGNATURE

oTable Pre-commencementof communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Contents

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~Effective~~On December 1417, ~~2007~~2008, ~~the~~Apex ~~Compensation~~Testing ~~Committee~~Corp., ofa Nevada corporation (the ~~Board~~“Seller”), ofa ~~Directors~~wholly-owned subsidiary of Meadow Valley Corporation, a Nevada corporation (the “Company”), ~~established~~completed ~~and~~the ~~approved~~sale of substantially all of the ~~annual~~assets ~~salaries~~(the “Assets”) and certain liabilities of the ~~formula~~Seller pursuant to an Asset Purchase Agreement dated as of September 11, 2008, as amended (the “Purchase Agreement”), by and among the Seller, the Company and 3B Engineering, LLC, a ~~which~~Nevada ~~non-equity~~limited ~~cash~~liability ~~incentives~~company ~~will~~(the be“Purchaser”). The purchase price for the Assets was $477,549.91. The purchase price was paid toas ~~executive~~follows: ~~management~~(a) $100,000 was paid in ~~2008~~cash ~~for~~at ~~performance~~the closing; ~~achieved~~and in(b) ~~2007~~$377,549.91 Inwas ~~connection~~paid ~~with~~in ~~this~~the ~~annual~~form ~~executive~~of ~~compensation~~a ~~review,~~secured promissory note made by the ~~Compensation~~Purchaser in ~~Committee~~favor ~~also~~of ~~renewed~~the ~~two~~Company ~~executive~~(the ~~employment~~“Promissory ~~agreements~~Note”). inThe ~~accordance~~principal ~~with~~amount of the ~~terms~~Promissory Note bears interest at the rate of 8% per annum, payable quarterly. All outstanding principal and accrued but unpaid interest under the Promissory Note is due and payable on December 5, 2013. The Purchase ~~employment~~Agreement ~~agreements~~contains customary provisions for transactions of this nature, including, without limitation, representations, warranties and covenants.

The Purchaser’s ~~Compensation~~obligations ~~Committee~~under ~~evaluated~~the ~~executive~~Purchase ~~compensation~~Agreement ~~for~~and ~~2008~~the inPromissory ~~accordance~~Note ~~with the~~are ~~compensation~~secured ~~objectives~~by ~~and~~a ~~philosophy~~security asinterest ~~disclosed~~ in the ~~Compensation~~Purchaser’s ~~Discussion~~assets, ~~and~~personal ~~Analysis~~guaranties given ~~section~~by the owners of the ~~Company’s~~Purchaser, ~~definitive~~pledges ~~proxy~~of ~~statement~~the ~~filed~~owners’ ~~with~~equity ~~the~~interests ~~Securities~~in ~~and~~the ~~Exchange~~Purchaser ~~Commission~~and ona ~~May 9,~~deed ~~2007.~~of trust concerning certain real property owned by one of the owners of the Purchaser.

InAs ~~its~~a result ~~evaluation~~ of ~~executive compensation,~~ the ~~Compensation~~transactions ~~Committee~~contemplated ~~commissioned~~by ~~a compensation~~the ~~analysis~~Purchase ~~and review with FMI~~Agreement, ~~an outside management consulting firm. FMI evaluated and compared~~ the Company’s ~~non-equity~~will cease ~~cash~~to ~~incentive~~report ~~plan and~~ the ~~amounts~~seller ofas ~~each~~a ~~compensation component~~segment of ~~each~~the ~~individual~~Company in ~~executive management with a cross section of~~ the Company’s ~~peer group.~~financial ~~In addition to the results of this comparison~~statements, ~~the Compensation Committee considered the~~ ~~allocation~~periodic ofreports ~~the~~and ~~former Chief Operating Officer’s duties to~~ other ~~positions~~filings ofafter ~~executive management~~the ~~upon~~period ~~his~~in ~~retirement~~which onthe ~~April 20,~~transactions ~~2007~~closed.

AnnualTable Salaries of Contents

~~The annual salaries for the following named executives have changed according to the amounts~~SIGNATURE ~~indicated in the table below.~~

	2006		2007		2008
Name and Principal Position	Salary		Salary		Salary
Bradley E. Larson, President and Chief Executive Officer (Principal Executive Officer)		250,000		250,000		262,500
David D. Doty, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)		140,000		140,000		150,000
Kenneth D. Nelson, Vice-President and Chief Administrative Officer		140,000		140,000		170,000
Robert Bottcher, Arizona Area President Meadow Valley Contractors, Inc. (a Meadow Valley Corporation wholly owned subsidiary)		138,000		138,000		165,000
Robert Terril, Nevada Area President Meadow Valley Contractors, Inc. (a Meadow Valley Corporation wholly owned subsidiary)		138,000		138,000		165,000

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Non-Equity Cash Incentive Plan


	Meadow Valley Corporation
Date: December 22, 2008	By:	/s/ Bradley E. Larson
		Bradley E. Larson
		President and Chief Executive Officer

Previously, the amount of cash incentive executive management could earn was derived from a formula principally based upon the Company’s income before income taxes. For the 2007 fiscal year, the amount of executive management cash incentive payable in 2008 will be derived from a formula principally based upon the Company’s return on net assets.

The Compensation Committee has established a minimum return on net assets of 7.4% in order for non-equity incentive compensation to be paid in 2008. The Compensation Committee adopted 7.4% as a minimum return on net assets based upon the results of the compensation review and analysis performed by

FMI and the Company’s own analysis of its weighted average cost of capital, industry comparisons, growth rates and market conditions the Company is experiencing.

The measurement of the return on net assets for each of the four profit centers eligible for non-equity cash incentive (“Area”) is the adjusted income from operations for the Area divided by one fourth of the Company’s net assets. The Company’s net assets are its total assets less current liabilities, long-term debt and deferred income taxes.

Income from operations from each Area is determined and then corporate general and administrative expenses are allocated to all Areas. The resulting adjusted Area operating income is subtracted from the calculated minimum adjusted Area operating income derived from the minimum return of 7.4%. The resulting difference, if any, is aggregated into a combined total and 30% of this excess adjusted Area operating income, net of corporate general and administrative expenses is determined for possible bonus payout. The 30% allocation of this excess combined adjusted Area operating income to create an incentive bonus pool was established and approved by the Compensation Committee.

Of the amount allocated to the bonus pool, the Compensation Committee established that 60% be allocated to Area incentive bonus, 30% be allocated to corporate bonus and the remaining 10% be allocated for a discretionary pool.

Amounts in the Area pool and the corporate pool are distributed pro-rata by each individual’s annual salary within the respective pools to participants until amounts in the respective pools are exhausted or until amounts distributed individually reach the participant’s maximum cap determined by a percent of the participant’s annual salary. These maximum allocations of annual salary vary by position and are reviewed and approved annually by the Compensation Committee.

The Compensation Committee reviews all amounts of calculated non-equity incentive compensation prior to payment and approves all payments made under this plan, including all amounts paid from the 10% discretionary pool.

Maximum non-equity incentive compensation amounts for the following named executives are expressed as a percentage of their respective annual salaries.

	Maximum of
	Non-Equity Cash
	Incentive
	as a Percent of
Name and Principal Position	Annual Salary
Bradley E. Larson, President and Chief Executive Officer		115	%
(Principal Executive Officer)
David D. Doty, Chief Financial Officer, Secretary and Treasurer		70	%
(Principal Financial Officer)
Kenneth D. Nelson, Vice-President and Chief Administrative Officer		110	%
Robert Bottcher, Arizona Area President		65	%
Meadow Valley Contractors, Inc. (a Meadow Valley Corporation wholly owned subsidiary)
Robert Terril, Nevada Area President		65	%
Meadow Valley Contractors, Inc. (a Meadow Valley Corporation wholly owned subsidiary)

Employment Agreements

The Compensation Committee renewed the Company’s existing employment agreements with Messrs. Larson and Nelson for a period of three years upon the same terms as currently set forth in Messrs. Larson’s and Nelson’s employment agreements, except as set forth above.

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.

	Meadow Valley Corporation
Date: December 17, 2007	By:	/s/ David D. Doty
		David D. Doty
		Chief Financial Officer

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