---
schema_version: "secwatch.filing_event.v1"
accession: "0001718227-23-000020"
form_type: "8-K"
ticker: "ROAD"
cik: "0001718227"
company_name: "Construction Partners, Inc."
filed_at: "2023-02-24T23:59:59+00:00"
generated_at: "2026-06-19T00:50:34.729917+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Construction Partners shareholders approve officer liability limitation amendment, reelect directors

## Summary
- Amendment to certificate of incorporation to limit officer liability for monetary damages approved with 120,688,027 votes for, 30,203,831 against.
- Craig Jennings and Mark R. Matteson reelected as Class II directors for terms expiring at 2026 annual meeting.
- Ratification of RSM US LLP as independent auditor for fiscal year ending September 30, 2023 approved with 152,512,260 votes for.
- Annual meeting held February 23, 2023; 98.5% of total voting power represented.

## SEC filing metadata
- accession: 0001718227-23-000020
- form_type: 8-K
- ticker: ROAD
- cik: 0001718227
- company_name: Construction Partners, Inc.
- filed_at: 2023-02-24T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1718227/000171822723000020/0001718227-23-000020-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1718227/000171822723000020/road-20230223.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001718227-23-000020
- JSON: https://secwatch.observer/filing/0001718227-23-000020.json
- Plain text: https://secwatch.observer/filing/0001718227-23-000020.txt

## Key facts
- Governance Changes
  Construction Partners, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty, as permitted by Delaware law (effective 2023-02-23).
  - Change: charter amendment
  - Effective: 2023-02-23
  source text: At the annual meeting of stockholders (the “Annual Meeting”) of Construction Partners, Inc. (the “Company”) held on February 23, 2023, as described below, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate the personal liability of the Company’s officers for monetary damages for breach of fiduciary duty as an officer, to the extent permitted by the Delaware General Corporation Law (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on February 23, 2023 (“Certificate of Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1718227/000171822723000020/0001718227-23-000020-index.htm
- Shareholder Votes
  Construction Partners, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accountants at the 2023-02-23 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-02-23
  source text: Proposal 2 : Ratification of Appointment of Independent Registered Public Accountants Votes For Votes Against Abstentions 152,512,260 37,334 4,510
  evidence_url: https://www.sec.gov/Archives/edgar/data/1718227/000171822723000020/0001718227-23-000020-index.htm
- Shareholder Votes
  Construction Partners, Inc. shareholders approved Election of Class II Directors at the 2023-02-23 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-02-23
  source text: Proposal 1 : Election of Class II Directors Name Votes For Withhold Authority Broker Non-Votes Craig Jennings 136,786,788 14,125,136 1,642,180 Mark R. Matteson 118,915,850 31,996,074 1,642,180
  evidence_url: https://www.sec.gov/Archives/edgar/data/1718227/000171822723000020/0001718227-23-000020-index.htm
- Shareholder Votes
  Construction Partners, Inc. shareholders approved Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company at the 2023-02-23 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-02-23
  source text: Proposal 3 : Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company Votes For Votes Against Broker Non-Votes Abstentions 120,688,027 30,203,831 1,642,180 20,066
  evidence_url: https://www.sec.gov/Archives/edgar/data/1718227/000171822723000020/0001718227-23-000020-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.