Astec Industries, Inc. (NASDAQ:ASTE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Benjamin G. Brock.

On January 21, 2019, Benjamin G. Brock resigned from his positions as Chief Executive Officer and President and as a member of the Board of Directors (the “Board”) of Astec Industries, Inc. (the “Company”).

The Company and Mr. Brock have entered into a Separation Agreement and General Release, dated as of January 21, 2019 (the “Separation Agreement”), in connection with Mr. Brock’s resignation. The Separation Agreement provides that, in consideration of Mr. Brock’s execution and non-revocation of a release of claims by Mr. Brock in favor of the Company, Mr. Brock will be entitled to a lump sum payment in the amount of $250,000, less withholdings and deductions, and the vesting of 14,349 restricted stock units previously granted to Mr. Brock under the Company’s 2011 Incentive Plan.

In addition to the foregoing and certain other additional benefits detailed therein, the Separation Agreement provides that Mr. Brock is entitled to the compensation and benefits payable to the terms of his employment, including accrued but unpaid salary and accrued and vested amounts under the Company’s Supplemental Executive Retirement Plan and other retirement and benefits plans. The Separation Agreement also includes confidentiality provisions applicable to Mr. Brock and mutual non-disparagement and release provisions applicable to the Company and Mr. Brock (in each case, subject to certain exceptions).

The description of the Separation Agreement set forth above is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

In connection with, and effective immediately after, Mr. Brock’s resignation from the Board, the Board reduced the size of the Board from 10 to 9 directors.

Appointment of Richard J. Dorris as interim Chief Executive Officer and President.

In connection with Mr. Brock’s resignation, the Board appointed Richard J. Dorris, P.E., the Company’s current Executive Vice President and Chief Operating Officer, as interim Chief Executive Officer and President of the Company, beginning January 22, 2019, while the Company conducts a search for a permanent Chief Executive Officer and President. It is contemplated that Mr. Dorris will continue to serve as the Company’s Chief Operating Officer following his appointment as interim Chief Executive Officer and President.

There are no arrangements or understandings between Mr. Dorris and any other person to which Mr. Dorris was appointed as interim Chief Executive Officer and President of the Company. There are no family relationships between Mr. Dorris and any director or executive officer of the Company. There are no transactions between Mr. Dorris and the Company that would be reportable under Item 404(a) of Regulation S-K.

The Company has not entered into any plan, contract or arrangement with Mr. Dorris in connection with his appointment as interim Chief Executive Officer and President. It is contemplated that the Board will make a determination in February 2019 regarding the compensation to be made to Mr. Dorris in 2019 following such appointment.

On January 22, 2019, the Company issued a press release announcing the resignation of Mr. Brock, the appointment of Mr. Dorris as interim Chief Executive Officer and President and the appointment of Mr. Gehl as Chairman of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.