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): November 18, 2015
______________________________

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
Euless, Texas 76039
(Address of principal executive offices, including ZIP code)
 
(817) 835-4105
(Registrant's telephone number, including area code)
 
Not 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))






Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 18, 2015, the Board of Directors of U.S. Concrete, Inc. approved an amendment to Section 1.7(d) of the Third Amended and Restated Bylaws of U.S. Concrete, Inc. (the “Bylaws”), effective immediately, to provide for majority voting in uncontested elections of directors.

The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits    
    
Exhibit No.
Exhibit
3.1
Amendment No. 1 to Third Amended and Restated Bylaws of U.S. Concrete, Inc.






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:  November 20, 2015
By:
/s/ William J. Sandbrook
 
 
 
 
William J. Sandbrook
 
 
 
 
President and Chief Executive Officer
                            




Exhibit Index
Exhibit No.
Exhibit
3.1
Amendment No. 1 to Third Amended and Restated Bylaws of U.S. Concrete, Inc.




Exhibit 3.1 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED BYLAWS OF U.S. CONCRETE, INC. Adopted and Effective November 18, 2015 The following amends and restates subsection (d) of Section 1.7 of the Third Amended and Restated Bylaws of U.S. Concrete, Inc. in its entirety: (d) Except as the Certificate of Incorporation may otherwise provide, at all meetings of Stockholders at which a quorum is present for the election of Directors, each Director shall be elected by the vote of a majority of the votes cast with respect to the Director; provided that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of Directors to be elected, the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of the Director elections described in this section, a “majority of the votes cast” means that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director, and “votes cast” shall exclude abstentions with respect to that Director’s election. In the case of any question to which the stockholder approval policy of any national securities exchange or quotation system on which capital stock of the Corporation is traded or quoted on the Corporation’s application, the requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any provision of the Internal Revenue Code of 1986, as amended, or the rules and regulations thereunder (the “Code”), applies, in each case for which question the Certificate of Incorporation, these Bylaws or the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does not specify a higher voting requirement, that question will be decided by the requisite vote that the stockholder approval policy, Exchange Act requirement or Code provision, as the case may be, specifies (or the highest requisite vote if more than one applies). A majority of the votes cast on the question whether to approve or ratify the appointment of independent public accountants (if that question is submitted for a vote of Stockholders) will be sufficient to approve or ratify. All other elections and questions which have properly come before any meeting will, unless the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, be decided by the vote of the holders of shares of stock of the Corporation present in person or by proxy at that meeting and having a majority of the votes entitled to vote thereon.