Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Effective March 13, 2009, Don A. Patterson announced his resignation from the board of directors of Ready Mix, Inc. (the "Company"). There were no disagreements between Mr. Patterson and the Company on any matter relating to the Company's operations, policies or practices, which resulted in his resignation. Mr. Patterson's term would have expired at the Company's 2009 annual shareholders' meeting. Effective March 13, 2009, Mr. Patterson also resigned his positions as Chairman of the Audit Committee and as a member of the Compensation Committee and the Nominating and Governance Committee.
In accordance with the Company's Bylaws, effective March 13, 2009, the board of directors appointed Gary A. Agron to fill the board vacancy created by Mr. Patterson's resignation and to assume the committee positions previously held by Mr. Patterson. In doing so, Mr. Agron becomes the Chairman of the Audit Committee and he meets the criteria of "audit committee financial expert," as defined by Item 407 of Regulation S-K of the Securities Act of 1933, as amended. Mr. Agron will serve as appointed until the Company's 2009 annual shareholders' meeting when the Company intends to request that its shareholders re-elect Mr. Agron to the Company's board of directors.
In connection with Mr. Agron's appointments, he was granted options to purchase 20,000 shares of the Company's common stock pursuant to the Company's 2005 Equity Incentive Plan. The options are exercisable at $1.99 per share, vest in equal annual installments over three years beginning on the first anniversary of the date of grant (subject to Mr. Agron's continued service to the Company) and expire March 12, 2014. The options will be subject to the terms of a stock option agreement to be entered into between Mr. Agron and the Company. Mr. Agron was also paid $20,000 in cash.
Mr. Agron, age 65, has been engaged in the private practice of securities law since 1977, with emphasis on representation of issuers and brokers-dealers in public offerings and private placements of equity securities. Mr. Agron earned a Bachelor of Arts degree and a Juris Doctorate degree from the University of Colorado.

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