UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~__________________________________~~_________________________________

FORM 8-K

~~___________________________________~~_________________________________

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 13 2021

~~___________________________________~~_________________________________

U.S. CONCRETE, INC.

(Exact name of registrant as specified in its charter)

~~__________________________________~~_________________________________


Delaware	001-34530	76-0586680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

_331 N. Main Street

~~331 N. Main Street,~~ Euless, Texas 76039

(Address of principal executive offices, including zip code)

(817) 835-4105

(Registrant's telephone number, including area code)

Not ~~Applicable~~applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $.001

USCR

The Nasdaq Stock Market LLC

Common Stock, par value $0.001

USCR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 613, 2021, the stockholders of U.S. Concrete, Inc. ~~issued~~(the a“Company”) ~~press~~approved ~~release~~an ~~announcing~~Amendment ~~its~~to ~~first~~the ~~quarter~~U.S. ~~2021~~Concrete, ~~financial~~Inc. ~~results~~Long Term Incentive Plan (the “Amendment”). A The ~~copy~~Board of Directors of the ~~press~~Company ~~release~~had ispreviously ~~furnished~~approved asthe ~~Exhibit~~Amendment, 99subject to stockholder approval.1 The ~~hereto,~~material ~~and~~terms of the ~~information~~Amendment ~~contained~~are summarized in ~~Exhibit~~the ~~99.1~~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.

~~The information furnished pursuant to this~~ Item 25.~~02,~~07 ~~including~~Submission ~~Exhibit~~of ~~99.1,~~Matters ~~shall not be deemed~~ to bea ~~“filed”~~Vote ~~for the purposes~~ of ~~Section~~Security 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by referenceHolders.

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
99.1			Press Release of U.S. Concrete, Inc. dated May 6, 2021
10.1			Amendment to the U.S. Concrete, Inc. Long Term Incentive Plan
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

U.S. CONCRETE, INC.

Date:

May 614, 2021

By:

/s/ Gibson T. Dawson

Gibson T. Dawson

Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

Filing Compare · U.S. CONCRETE, INC.