false000079298700007929872023-03-022023-03-02

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

FORM 8-K

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

Date of Report (Date of earliest event reported): March 2, 2023
aste-20230302_g1.jpg
Astec Industries, Inc.
(Exact name of registrant as specified in its charter)

Tennessee001-1159562-0873631
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)

1725 Shepherd Road, Chattanooga, Tennessee 37421
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (423) 899-5898


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 classTrading Symbol(s)Name of each exchange on which registered
Common StockASTEThe 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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



Item 4.01. Changes in Registrant's Certifying Accountant.

(a) Previous independent registered public accounting firm

On March 2, 2023, KPMG LLP (“KPMG”) was notified on behalf of the Audit Committee of the Board of Directors (the “Audit Committee”) of Astec Industries, Inc. and subsidiaries (the “Company”) that it was dismissed as the Company’s independent registered public accounting firm effective immediately.

The audit reports of KPMG on the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on the effectiveness of the Company's internal control over financial reporting as of December 31, 2022 and 2021, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through March 2, 2023, there were no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of such disagreement in connection with its reports on the Company's consolidated financial statements for such years. In addition, during the Company’s two fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through March 2, 2023, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided KPMG with a copy of this Current Report on Form 8-K prior to the time this report was filed with the Securities and Exchange Commission (the “SEC”) and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above disclosure. A copy of KPMG’s letter, dated March 8, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) New independent registered public accounting firm

On March 2, 2023, the Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for its year ending December 31, 2023, subject to completion of Deloitte’s standard client acceptance procedures and execution of an engagement letter.

During the Company’s two most recent fiscal years ended December 31, 2022 and December 31, 2021 and in the subsequent interim period through March 2, 2023, neither the Company nor anyone on its behalf consulted Deloitte regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that Deloitte concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or “reportable event” (as these terms are defined or described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).

Item 9.01. Financial Statements and Exhibits
(d)Exhibits
16.1 
104 Cover Page Interactive Data File embedded within the Inline XBRL document



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.
Astec Industries, Inc.
Date: March 8, 2023By:/s/ Rebecca A. Weyenberg
Rebecca A. Weyenberg
Chief Financial Officer

Astec Industries (NASDAQ:ASTE)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024 Astec Industries 차트를 더 보려면 여기를 클릭.
Astec Industries (NASDAQ:ASTE)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024 Astec Industries 차트를 더 보려면 여기를 클릭.