The Annual Meeting of Shareholders of Astec Industries, Inc., a Tennessee corporation, will be held at the Company's offices at 4101 Jerome Avenue, Chattanooga, Tennessee, on April 28, 2016,27, 2017, at 10:00 a.m., Chattanooga time, for the following purposes:

Only shareholders of record at the close of business on February 18, 201617, 2017 are entitled to notice of, and to vote at, the Annual Meeting.  The transfer books will not be closed.  A complete list of shareholders entitled to vote at the Annual Meeting will be available for inspection by shareholders at the Company's offices from March 13, 201612, 2017 through the Annual Meeting.

The proxy appointment is solicited by and on behalf of the Board of Directors of Astec Industries, Inc. for use at its Annual Meeting of Shareholders to be held on April 28, 2016,27, 2017, at 10:00 a.m. Chattanooga time and at any adjournments thereof.  The Annual Meeting will be held at the Company's offices at 4101 Jerome Avenue, Chattanooga, Tennessee.

On or about March 14, 2016,2017, the Company began mailing to its shareholders a notice containing instructions for voting and how to access this Proxy Statement and the Company's 20152016 Annual Report online, and the Company began mailing a full set of the proxy materials, including this Proxy Statement, a proxy card or voting instruction form and the Company's 20152016 Annual Report, to shareholders who had previously requested delivery of a paper copy of the proxy materials. For information on how to vote your shares or request a paper copy of the proxy materials, see the instructions included on the proxy card or voter instruction form and under "Proxies and Voting" on page 2 of this Proxy Statement.  If you request a paper copy of the proxy materials it will be mailed to you within three business days.

A majority of the outstanding shares of Common Stock entitled to vote on any proposal at the Annual Meeting, either present or represented by proxy, constitutes a quorum for the Annual Meeting. A quorum is necessary to conduct business at the Annual Meeting. The presence, in person or by proxy, of holders of Common Stock representing a majority of the number of votes entitled to be cast on a specific proposal is required to consider that proposal at the Annual Meeting. Even if a quorum is established for the Annual Meeting, it is possible that a quorum may not be established for a specific proposal presented at the Annual Meeting. You will be considered part of the quorum if you attend the Annual Meeting in person, vote via a toll-free telephone number, vote via the internet or vote by proxy.  Abstentions and votes withheld from director nominees count as "shares present" at the Annual Meeting for purposes of determining a quorum for the Annual Meeting, but broker non-votes do not count as "shares present" at the Annual Meeting for purposes of determining a quorum for any proposal, including the election of directors.

The affirmative vote of the holders of a majority of the shares of Common Stock represented and entitled to vote in the election of directors at the Annual Meeting at which a quorum is present is required for the election of each of the director nominees. Withholding authority to vote with respect to any one or more director nominees will constitute a vote against such nominee(s).

The approval of the non-binding resolution to approve the compensation of our executive officers the re-approval of the material terms of performance goals for qualified performance-based awards under the 2011 Incentive Plan and the ratification of the independent registered public accounting firm requires that the votes cast in favor of the matter exceed the votes cast opposing the matter.  Abstaining to vote with respect to either of these matters will not constitute a vote for or against either matter.

Broker non-votes do not count as votes cast, and therefore will not affect the voting result as to any matter, including the election of directors. A broker non-vote occurs when a broker or other nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary authority to vote on that item and has not received instructions from the owner of the shares.

The telephone and internet voting procedures are designed to authenticate votes cast by use of a personal identification number.  These procedures enable shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If your shares are held in the name of a bank or broker, the availability of telephone and internet voting will depend on the voting processes of the applicable bank or broker; therefore, it is recommended that you follow the voting instructions on the form you receive.

 

If you properly sign and return your proxy card or complete your proxy via the telephone or internet (and such proxy is not later revoked), your shares will be voted at the Annual Meeting in accordance with the directions given. In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees or withhold your votes as to specific nominees.  In voting by proxy with regard to the non-binding resolution to approve the compensation of our executive officers the re-approval of the material terms of performance goals for qualified performance-based awards under the 2011 Incentive Plan and the ratification of the selection of the independent auditor, you may vote for or against the proposal, or you may abstain from voting.  In voting by proxy to recommend the frequency of non-binding shareholder votes to approve the compensation of our executive officers in future years, you may recommend that a vote should occur every year, every two years or every three years, or you may abstain from voting. You should specify your choices when voting by proxy.  If you return a signed proxy card without indicating your vote with regard to the matters to be voted upon, the shares represented by proxy will be voted "FOR" the election of each of the nominees for director, "FOR" the non-binding resolution to approve the compensation of our executive officers, "FOR the re-approval of the material terms of performance goals for qualified performance-based awards under the 2011 Incentive Plan and "FOR" the ratification of the independent registered public accounting firm.firm, and in favor of a recommendation that a non-binding shareholder vote to approve the compensation of our executive officers occur every year.

A shareholder of record who submits a proxy pursuant to this solicitation may revoke it at any time prior to its exercise at the Annual Meeting by (i) submitting written notice to the Secretary of the Company at the Company's address shown above, (ii) properly submitting to the Company (by mail, telephone or internet) a proxy bearing a later date, or (iii) attending the Annual Meeting and voting in person.

The Board of Directors of the Company is divided into three classes, with the term of office of each class ending in successive years.  The terms of directors of Class IIII expire with this Annual Meeting.  The directors of Class III and Class IIIII will continue in office until the 20172018 and 2018 annual meetings2019 Annual Meetings of shareholders, respectively.  At the present time, there are three directors serving in each of Classes I, II and III.  The shareholders are being asked to vote for the election of three directors to serve in Class III.I.

The persons appointed as proxies will vote the shares represented by the proxy appointment in favor of the election to the Board of Directors of each of the three Class IIII nominees whose names appear below, unless the authority to vote for any or all of the nominees is withheld or such appointment has previously been revoked.  It is anticipated that management shareholders of the Company will submit a proxy granting authority to vote their shares for the election of all the nominees.  Each Class IIII director will be elected to hold office until the 20192020 Annual Meeting of shareholders and thereafter until his successor has been duly elected and qualified. In the event that any nominee is unable to serve (which is not anticipated), the persons appointed as proxies will cast votes for the remaining nominees and for such other persons as they may select.

This proposal provides our shareholders with the opportunity to cast an advisory vote on the compensation of the Company's named executive compensation programofficers (commonly known as a "say-on-pay" proposal), as required by Section 14A of the Securities Exchange Act of 1934.

As discussed in the Compensation Discussion and Analysis beginning on page 18,10, we have designed our executive compensation program to attract and retain key executives who are critical to our future success and the creation of shareholder value.  We believe that both short-term and long-term incentive compensation opportunities provided to executive officers are directly aligned with our performance, and that our compensation program is structured to ensure that a significant portion of executives' compensation opportunities is directly related to achievement of financial and operational goals and other factors that impact shareholder value.

The Board invites you to review carefully the Compensation Discussion and Analysis and the tabular and other disclosures on compensation under Executive Compensation beginning on page 24,17, and to cast a vote to approve the Company's executive compensation programs through the following resolution:

"Resolved, that the shareholders approve the compensation of the Company's named executive officers, including the Company's compensation philosophy, practices and principles, as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables, and any narrative compensation disclosure contained in this Proxy Statement."

While the vote does not bind the Board to any particular action, the Board values the input of our shareholders and will take into account the outcome of this vote in considering future compensation decisions.  The Board has adopted a policy providing for annual say-on-pay advisory votes.  Unless the Board modifies this policy (including after giving consideration to the results of the advisory vote on the frequency of say-on-pay advisory votes at our 2017 Annual Meeting), the next say-on-pay advisory vote will be held at our 20172018 Annual Meeting.

The Board of Directors is requesting that you re-approve the material terms of the performance goals under the 2011 Incentive Plan in order to preserve the Company's ability to continue to grant fully tax-deductible performance-based awards thereunder.  You are not being asked to approve any additional shares to be authorized for issuance under the 2011 Incentive Plan or to approve any amendment to the 2011 Incentive Plan.

The Audit Committee of the Board of Directors has appointed KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.2017.  KPMG LLP served as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015,2016, and the services it provided to the Company and its subsidiaries in the fiscal year ending December 31, 20152016 are described under "Audit-Matters""Audit Matters" below.

We are asking our shareholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2017. Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of KPMG LLP to our shareholders for ratification as a matter of good corporate practice.

In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board of Directors. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

The following section sets forth the names of the nominees for director and of the Company's continuing directors as of the date of the Annual Meeting, their ages, the year in which they were first elected directors, their positions with the Company, their principal occupations and employers for at least the last five years, and any other directorships held by them in companies that are subject to the reporting requirements of the Securities Exchange Act of 1934 or any company registered as an investment company under the Investment Company Act of 1940.  For information concerning membership on Committees of the Board of Directors, see "Corporate Governance—Board Committees" below.

Mr. Smith, based on his service as President of two of the Company's subsidiaries for over 30 years, his service as Director of the Company for over 30 years and his prior service as President and Chief Operating Officer of the Company and his current service as Vice Chairman of the Company, provides the Board with invaluable industry experience and knowledge of the Company.

Mr. Brock, based on his current service as Chief Executive Officer and President of the Company, his prior service as an officer of two of the Company's subsidiaries for over 15 years and his prior service as Group President of the Company's Asphalt Group, provides the Board with invaluable industry experience and knowledge of the Company.

The Company's Common Stock is traded in the Nasdaq National Market under the symbol "ASTE."  Nasdaq requires that a majority of the directors be "independent directors," as defined in the Rule 5605(a)(2) of the Nasdaq Marketplace Rules, which we refer to as the Nasdaq Rules.  Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director's immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company.  The Board has affirmatively determined by resolution that current directors (including nominees for re-election) Baker, Dorey, Gehl, Frierson, Potts, Sansom and Tellock, which represent a majority of the directors, are independent directors as defined in the Nasdaq Rules based on an analysis of all facts specific to each director. The Board has affirmatively determined by resolution that the Company must have two or more regularly scheduled executive session meetings each year attended solely by these independent directors.

The independent members of the Board of Directors have selected Mr. Sansom as the Lead Independent Director. Among other duties, as Lead Independent Director, Mr. Sansom presides over, coordinates and develops the agenda for executive sessions of the independent directors, and consults with the CEO and Vice Chairman of the Board and CEO over Board and committee meeting agendas, Board meeting schedules and the flow of information to the Board.

As is common practice among public companies in the United States, the Company's Chief Executive Officer has historically also served as Chairman of the Board.  Effective January 1, 2014, the Company implemented its previously announced leadership succession plan, whereby the office of Chief Executive Officer was transitioned from Dr. J. Don Brock to Mr. Benjamin G. Brock.  Dr. Brock continued to serve as the Company's Chairman of the Board until his death in March 2015.  As CEO, Mr. Brock now has primary responsibility for the operations of the Company.Company, setting the Board agendas and presiding over Board meetings.  W. Norman Smith was appointed Vice Chairman of the Board in January 2014.

Previously, when the offices of Chairman of the Board and Chief Executive Officer were combined, the Company's Board created the position of Lead Independent Director to ensure balance and preside over meetings of independent directors.  The Board believes that the position of Lead Independent Director will continuecontinues to benefit the Company, and theCompany.  The independent members of the Company's Board have selected Mr. Sansom to serve as Lead Independent Director. Additionally, as noted previously, seven of the nine current directors are independent.  With a supermajority of independent directors, an Audit Committee, Compensation Committee and Nominating and Governance Committee each comprised entirely of independent directors, and a presiding Lead Independent Director to oversee all meetings of the non-management directors, the Company's Board of Directors believes that its existing leadership structure provides for an appropriate balance that best serves the Company and its shareholders. The Company's Board of Directors will periodically review its leadership structure to ensure that it remains the optimal structure for the Company and its shareholders.

As part of its general oversight duties, the Board oversees the Company's risk management. Management informs the Board of the operational and financial risks the Company is facing, and the Board reviews the steps that management is taking to address and mitigate such risks. We believe the Board's current leadership structure facilitates the Board's oversight of the Company's risk management.

The Company's expectation is that all directors attend all meetings of the Board of Directors and committees on which they serve and the annual meetingAnnual Meeting of shareholders.  The Board has affirmatively determined by resolution that it encourages all members of the Board to attend each annual meetingAnnual Meeting of shareholders, particularly those directors who are nominees for election at any such meeting.  During 2015,2016, the Board of Directors held six meetings, and the Board's committees held the meetings described below.  During 2015,2016, each incumbent director attended at least 75% of the aggregate of: (1) the total number of meetings of the Board of Directors held during the period for which he has been a director and (2) the total number of meetings held by all committees of the Board on which he served during the periods that he served.  All of the Company's directors were in attendance at the Company's 2015 annual meeting2016 Annual Meeting of shareholders.

During 2015,2016, the Company's Board of Directors had an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.  Certain information regarding the Board's committees is set forth below.

The Executive Committee is authorized to act on behalf of the Board of Directors on matters that may arise between regular meetings of the Board upon which the Board of Directors would be authorized to act.  During 2015,2016, the members of the Executive Committee were Messrs. Brock, Smith and Frierson with Mr. Brock serving as Chairman.  The Executive Committee did not meet during 2015.2016.  The current members of the Executive Committee are Messrs. Brock, Smith and Frierson with Mr. Brock serving as Chairman.

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, annually reviews and recommends to the Board the firm to be engaged as outside auditorsthe independent registered public accounting firm for the next fiscal year, reviews with the outside auditorsindependent registered public accounting firm the plan and results of the auditing engagement, reviews the scope and results of the Company's procedures for internal auditing and inquires as to the adequacy of the Company's internal accounting controls.  Messrs. Baker, Tellock,Dorey, Frierson, Gehl, Potts, Sansom Gehl and PottsTellock were members of the Audit Committee during all of 2015. Messrs. Frierson and Dorey joined the Committee in April and July 2015, respectively.2016.  During 2015,2016, the Audit Committee held eight meetings.  The current members of the Audit Committee are Messrs. Baker (Chairman), Tellock, Sansom,Dorey, Frierson, Gehl, Potts, FriersonSansom and Dorey.Tellock.  Mr. Baker and Mr. Tellock have been designated by the Board as Audit Committee financial experts.  All members of the Audit Committee are independent (as independence is defined in the Nasdaq Rules).  The Board of Directors has adopted a written charter for the Audit Committee. A copy of the Company's current Audit Committee charter can be found on the Company's website at www.astecindustries.com.

The Compensation Committee is authorized to evaluate, determine and approve the compensation of our executive officers, including our named executive officers, to consider and recommend to the full Board the executive compensation policies of the Company and to administer the Company's stock incentive plans.  Messrs. Dorey (Chairman), Gehl, Baker and Potts were members of the Compensation Committee during all of 2015.2016.  During 2015,2016, the Compensation Committee held threefive meetings. The current members of the Compensation Committee are Messrs. Dorey (Chairman), Gehl, Baker and Potts.  All members of the Compensation Committee are independent (as independence is defined in the Nasdaq Rules).  The Board of Directors has adopted a written charter for the Compensation Committee. A copy of the Company's current Compensation Committee charter can be found on the Company's website at www.astecindustries.com. Pursuant to its charter, the Compensation Committee may form and delegate any of its responsibilities to one or more subcommittees comprised of one or more members of the Committee.

The Compensation Committee's primary processes for establishing and overseeing executive compensation can be found in the Compensation Discussion and Analysis section beginning on page 1810 of this Proxy Statement.  The Company's Chief Executive Officer typically attends Compensation Committee meetings but is not be present for the executive sessions or for any discussion of his own compensation.  The Company's Chief Executive officer has historically given the Compensation Committee a performance assessment and compensation recommendation for each of the other named executive officers. Those recommendations are then considered by the Compensation Committee.  Directors' compensation is established by the Board of Directors.

During 2015,2016, none of the members of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. In addition, during 2015,2016, none of our executive officers served on the compensation committee (or equivalent) of the board of directors of another entity whose executive officer(s) served on our Board of Directors or our Compensation Committee, and none of our executive officers served on the board of directors of another entity whose executive officer(s) served on our Compensation Committee.  None of the members of the Compensation Committee was an officer or employee of the Company during 20152016 or at any time in the past.

The Nominating and Corporate Governance Committee interviews, evaluates, nominates and recommends individuals for membership on the Company's Board and committees thereof and is responsible for establishing and periodically reviewing and revising the Company's corporate governance policies and principles.  Messrs. Frierson (Chairman), Dorey, Sansom Tellock and DoreyTellock were members of the Nominating and Corporate Governance Committee during all of 2015.2016.  The Nominating and Corporate Governance Committee held three meetingsone meeting in 20152016 and has approved the Director nominations submitted in this Proxy Statement.  The current members of the Nominating and Corporate Governance Committee are Messrs. Frierson (Chairman), Dorey, Sansom Tellock and Dorey.Tellock.  All members of the Nominating and Corporate Governance Committee are independent (as independence is defined in the Nasdaq Rules).

The Nominating and Corporate Governance Committee acts under a written charter adopted by the Board of Directors.  A copy of the current Nominating and Corporate Governance Committee's charter is available on the Company's website at www.astecindustries.com.

The Nominating and Corporate Governance Committee will consider written recommendations from shareholders for Company nominees to the Board.  A shareholder who wishes to recommend a person to the Committee for nomination by the Company must submit a written notice by mail to the Nominating and Corporate Governance Committee c/o the Corporate Secretary, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421.  Such a written recommendation must be received no later than 120 days in advance of the annual meetingAnnual Meeting of shareholders and should include (i) the candidate's name, business address and other contact information, (ii) a complete description of the candidate's qualifications, experience and background, as would be required to be disclosed in the proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, (iii) a signed statement by the candidate in which he or she consents to being named in the proxy statement as a nominee and to serve as a director if elected, (iv) a signed statement authorizing the Company to perform a background search on the candidate and (v) the name and address of the shareholder(s) of record making such a recommendation.

The Nominating and Corporate Governance Committee recommends nominees for election to the Board based on a number of qualifications, including but not limited to, independence, character and integrity, diversity, financial literacy, level of education and business experience, sufficient time to devote to the Board, and a commitment to represent the long-term interests of the Company's shareholders. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates a candidate that is recommended for nomination for membership on the Company's Board by a shareholder.  The Nominating and Corporate Governance Committee has not received any recommended nominations from any of the Company's shareholders in connection with the Annual Meeting.

The Nominating and Corporate Governance Committee identifies potential Company nominees for director through a variety of business contacts, including current executive officers, directors, community leaders and shareholders.  The Committee may, to the extent it deems appropriate, retain a professional search firm and other advisors to identify potential nominees for director.

The Nominating and Corporate Governance Committee evaluates candidates to the Board by reviewing their biographical information and qualifications.  If the Nominating and Corporate Governance Committee determines that a candidate is qualified to serve on the Board, such candidate is interviewed by at least one member of the Nominating and Corporate Governance Committee and the Chief Executive Officer.  Members of the Board also have an opportunity to interview qualified candidates. As described above, the Committee will also consider candidates recommended by shareholders.  The Nominating and Corporate Governance Committee then determines, based on the background information and the information obtained in the interviews, whether to recommend to the Board that the Company nominate a candidate for approval by the shareholders to fill a directorship.  With respect to an incumbent director whom the Nominating and Corporate Governance Committee is considering as a potential nominee for re-election, the Committee reviews and considers the incumbent director's service to the Company during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Company in addition to such person's biographical information and qualifications. The Nominating and Corporate Governance Committee gives strong consideration to a wide range of diversity factors as a matter of practice when evaluating candidates to the Board and incumbent directors, but the Committee does not have a formal policy regarding Board diversity.

In evaluating candidates to the Board, the Nominating and Corporate Governance Committee also takes into account the skill sets that are needed to balance and complement the skill sets of other candidates and members of the Board, and the skills and expertise of a candidatecandidates that facilitate the Company's compliance with the rules of the Securities and Exchange Commission and the Financial Industry Regulatory Authority (FINRA). The Nominating and Corporate Governance Committee received one unsolicited inquiry during 2015 from an individual who expressed interest in potentially joining the Board.  The Committee chose not to pursue his nomination.

The Board is nominating three individuals for election as Directors, each of whom is currently a Director.  The Nominating and Corporate Governance Committee recommended each of the three nominees to the Board.

The Board of Directors has unanimously adopted a process to facilitate written communications by shareholders to the Board. Shareholders wishing to write to the Board of Directors of the Company or a specified director or committee of the Board should send correspondence to the Secretary of the Company, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421.  All written communications received in such manner from shareholders of the Company shall be forwarded to the members of the Board of Directors to whom the communication is directed or, if the communication is not directed to any particular member(s) or committee of the Board of Directors, the communication shall be forwarded to all members of the Board of Directors.

In the paragraphs that follow, we will give an overview and analysis of our compensation programs and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions.  This section includes, among other things, an explanation of the overall objectives of our compensation program, what it is designed to reward, and each element of the compensation that we pay.  Later in this proxy statement under the heading "Executive Compensation" you will find a series of tables containing specific information about the compensation earned or paid in 20152016 to the following individuals, who we refer to as our named executive officers:

The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.

Our objectives with respect to the Company's executive compensation program are to:

In order to be effective, we believe our executive compensation program should meet the needs of the Company, our employees and our shareholders.  We seek to provide direct compensation that is competitive within the marketplace, and believe that a portion of total compensation should be performance-based and in the form of equity awards.

Our Compensation Committee of the Board of Directors, composed entirely of independent directors, reviews, determines and approves the base salaries and other compensation of our executive officers, including our named executive officers.  Our Compensation Committee is also responsible for making recommendations to the Board with respect to the Company's executive compensation policies and the adoption of stock and benefit plans.  As a starting point, base salary increases for named executive officers, when given, historically have reflected a cost of living adjustment, with further increases approved by the Compensation Committee based on a subjective assessment of a number of factors.  As more fully described below, the factors on which this subjective assessment is based fall into three general categories:  company performance factors, individual performance factors and competitive salary practices.

It is important to emphasize that the subjective assessment of these factors is qualitative, rather than quantitative, and there are no specific weightings or objective criteria associated with any of the factors.  In determining base salaries annual cash incentives and long term stock incentives (if performance goals are met) for the named executive officers each year, the Compensation Committee has relied upon the Company's Chief Executive Officer ("CEO")CEO to provide evaluations of the other named executive officers (each of whom report directly or indirectly to the CEO) and to provide recommendations regarding whether adjustments to compensation opportunities are warranted. In determining the CEO's base salary annual cash incentives and long term stock incentives (if performance goals are met) each year, the Compensation Committee relies on its own observations and assessments with respect to his individual performance and the overall results of his leadership of the Company.

Our Compensation Committee's policy is to set senior executive pay at sufficiently competitive levels to attract, retain, and motivate highly talented individuals to contribute to our goals, objectives, and overall financial success.  We believe that the Company's executive compensation program provides an overall level of compensation opportunity that is competitive within the construction equipment manufacturing industry, as well as with a broader group of companies of comparable size and complexity.  Actual compensation levels may be greater or less than average competitive levels in similar companies based upon annual and long-term Company performance, as well as individual performance.

While market competitiveness is important, it is not the only factor we consider when establishing compensation opportunities of our named executive officers.  Actual pay decisions are made following a review and discussion of the financial and operational performance of our businesses, individual performance, and competitive salary practices which address retention concerns and internal pay equity.

Compensation decisions for a particular year are made following a review of the financial and operational performance of the Company and its business groups for the prior year. In recommending and approving compensation levels for executive officers, the Chief Executive Officer and the Compensation Committee review and assess the Company's performance, with an emphasis on earnings, return on capital employed and cash flow on capital employed.  These performance criteria are direct reflections of the Company's profitability and operating efficiency, which the Company believes are key drivers for creating shareholder value.

Company performance factors typically weighhave historically weighed more heavily in the determination of annual cash and long-term incentive compensation than in the determination of base salary adjustments for named executive officers.  As more fully described below, base pay rates for the named executive officers were increased in 20152016 over 20142015 levels after consideration of the Company's performance in 20142015 and consideration of the current economic environment in which the Company operates.

The subjective factors considered by the Compensation Committee in relation to a named executive officer's individual performance for the previous year include management, leadership, staff development, contribution to the Company's growth, scope of responsibilities and experience and an assessment of the named executive officer's future performance potential.

As discussed above, the Compensation Committee's policy is to set named executive officer compensation at sufficiently competitive levels within the construction equipment manufacturing industry, as well as within a broader group of companies of comparable size and complexity, in order to attract, retain and motivate named executive officers. In the past, the Company has engaged the services of compensation consultants and instructed them to conduct a market analysis and to assist the company in developing a long-term incentive plan and its overall executive compensation program. The most recent study performed prior to 2015 was by Towers Watson during 2012 for the Committee's use in evaluating 2013 salary adjustments and overall compensation structure and opportunities for the Company's executives.

With Towers Watson'sArthur J. Gallagher & Co.'s assistance in 2012,2015, the Compensation Committee reviewed and analyzed competitive market data as background information in connection with setting 20132016 compensation levels and to obtain a general understanding of current compensation practices.  Data sources included industry-specific and size-adjusted published survey data.  In addition, the Compensation Committee compared compensation opportunities for named executive officers with pay opportunities available to executive officers in comparable positions at similar companies (our "Peer Group"). Our Peer Group consists of the following elevensixteen comparably-sized companies from the industrial manufacturing industry, each with significant international revenue:

In general, the review of competitive market data and compensation opportunities available to executive officers of companies within our Peer Group revealed that the base salaries and total compensation opportunities of our named executive officers are generally below market.  This is one factor that was considered in raising the base salary of our Chief Executive Officer and our Chief Financial Officer for 2015,2016, and setting annual cash incentive compensation opportunities for our named executive officers, as discussed below.

At the Annual Meeting of Shareholders on April 23, 2015,24, 2016, over 99% of the shares voted were cast to approve the compensation of the Company's named executive officers, as discussed and disclosed in the 20152016 Proxy Statement.  The Board and the Compensation Committee appreciate and value the views of our shareholders.  The results of this advisory vote on executive compensation shows that the compensation paid to our executive officers and the Company's overall pay practices were supported by a vast majority of the shares voted.  In light of the strong shareholder support ofNo specific changes were made in the compensation paid to our executive officers evidenced bydue to the results of this advisory vote, the Compensation Committee does not intend to make any specific changes to our executive compensation program for 2016 in response to the vote.

Going forward, future advisory votes on executive compensation will serve as an additional tool to guide the Board and the Compensation Committee in evaluating the alignment of the Company's executive compensation program with the interests of the Company and its stockholders.

At the Annual Meeting of Shareholders on April 28, 2011, our shareholders expressed a preference that advisory votes on executive compensation occur every year.  Consistent with this preference, the Board determined to implement an advisory vote on executive compensation every year until the next requiredsince that vote.  A vote onto recommend the frequency of stockholderadvisory shareholder votes on the compensation of executive officers which is scheduledrequired every six years, and accordingly, a vote to recommend the frequency of such votes in the future will occur at the 2017 Annual Meeting.

The Company's executive officer compensation program is comprised of base salary, annual cash incentive compensation and long-term incentive compensation in the form of equity grants.  We also provide our executive officers certain perquisites and executive benefits, including contributions to the Company's Supplemental Executive Retirement Plan (SERP), as well as other benefits that are generally available to all employees of the Company, including medical and 401(k) plans.

Base salary is the fixed component of our named executive officers' total direct compensation, as opposed to at-risk compensation based on performance.  The Compensation Committee reviews base salaries on an annual basis and approves salary levels after a subjective assessment of a number of factors as discussed above.  The Compensation Committee increased the salaries of our named executive officers as of January 1, 2015.  After reviewing the market analysis and peer group study performed during 2012,2015, the Compensation Committee setgranted a 3.5% cost of living adjustment to each of the initial salary for our newly appointed CEO at $400,000 as of January 1, 2014, followed by a 12.5% salary increase effective January 1, 2015.named executive officers' base pay, other than the CFO.  As the compensation study showed our CFO's pay rate was well below the median, his base salary was increased by 10.5%11.11% effective January 1, 2014, and 7.14% effective January 1, 2015.  Each of our other named executive officers received a cost of living adjustment to their base salary from 3.5% to 4.0%, effective January 1, 2015.2016.

Annual cash incentive compensation rewards an executive officer's individual performance as well as the overall performance of the Company for a given year.  From 2013 through 2015,Rewards granted under the incentive plan implemented in 2016 for Company has had two separate annual cash incentive plansofficers (including Messrs. Brock, Silvious, Smith and Dorris) are based 100% on total company performance, while rewards for key management – one for the Company's corporate officersGroup Presidents (including Mr. Patek) are based 50% on total company performance and one for our subsidiary companies' Presidents.50% on their group's performance.  Both plans used two financial metrics—return on capital employed (weighted 45% in 2016) and EBITDA margin (weighted 40% in 2015) and cash flow on capital employed (weighted 45% in 2015)2016)—and other non-financial metrics related to employee safety (weighted 15% in all years)2016) in determining the annual incentive cash awards. For 2016, each named executive officer had a target incentive opportunity established as a percentage of his base salary depending upon his position with the Company (100% for Mr. Brock; 75% for Mr. Dorris; 60% for Mr. Silvious and Mr. Patek; and 50% for Mr. Smith), and each could earn up to 200% of their target incentive amount based on achievement of performance goals.

These metrics are the key indicators of proper capital management and are critical to the Company's success.  These elements are measured against pre-determined goals and achievement against those goals which drives a formula that calculates the amount of annual incentive award paid.

The incentive plan for 2013 through 2015 for Company corporate officers calculates annual cash awards based upon Company's consolidated2016 performance for all corporate officers except for Group Presidents/Vice Presidents.  Half of the Group Presidents/Vice President'sresulted in annual cash incentive awards areequal to 114.2% of target for those executives measured 100% based upon the Company's consolidated performance and 95.6% of target for the other half is based upon the combined resultsGroup President of the companies in their group.  Each corporate officer can earnour Aggregate and Mining Group.  Mr. Brock, our CEO, earned an annual cash incentive award of up to 70%$531,891 (114.2% of their base salary.  The plan forsalary); Mr. Silvious, our subsidiary companies' Presidents allows each subsidiary President to earnCFO, earned an annual cash incentive award of up to 50%$171,302 (68.5% of their base salary based upon the performancesalary); Mr. Dorris, our Executive VP and COO, earned an award of their individual subsidiary.

The Company provides long-term incentives to its executive officers through its 2006 and 2011 Incentive Plans,Plan, which permitpermits the grant of various equity based awards, including stock options, stock appreciation rights, restricted stock and performance awards that are payable in stock.  Grants of equity based compensation are designed to create a strong and direct link between executive officer pay and shareholder return and to enable executive officers to develop and maintain a long-term position in the Company's common stock.  Awards are granted at our discretion based on Company performance, individual performance and the employee's position with the Company.

Under a long-term incentive program approved by the Compensation Committee approved a long-term incentive programin October 2010 (the "2011 RSU Program"), which reserved a maximum of 700,000 RSUs that may be earnedkey management employees could earn restricted stock units ("RSUs") each year by approximately 100 employees of the Company and its subsidiaries, including its named executive officers, based on achievement of earnings goals for the year at target levels foroverall Company and/or the applicable subsidiary company meeting a five-year performance period (fiscal yearnet income goal and a return on capital employed goal during the calendar years 2011 through fiscal year 2015).2015.  If the goals discussed below arewere met, the Compensation Committee grantswould grant a certain number of RSUs determined in its discretion to each of the Company's key employees that participate in the program, including the named executive officers. The individuals with greater influence over the Company's performance generally receivereceived more RSUs. For example, the Company's CEO earnscould earn more RSUs than other employees because of his level of influence on Company operations. The Compensation Committee, in its discretion and after consideration of the recommendation of the Company's CEO, determinesdetermined the amount of RSUs granted to executive officers, including subsidiary presidents, and each subsidiary president then dividesofficers. RSUs earned under the remainder allocated to his or her subsidiary among the subsidiary's key employees. RSUs2011 RSU Program vest and convert into shares of the Company's common stock five years from the grant date, subject to the individual's continued employment (other than in certain cases, such as retirement after reaching age 65).  In addition, management will receivereceived an additional award if the cumulative performance over the five-year period exceeds the cumulative goals.

Mr. Brock's long-term incentive performance targets forUnder the 2011 through 2013 were based upon a combination ofRSU Program, if the performance of Astec, Inc. (75%) and the Company as a whole (25%), while his performance targets for 2014 and 2015goals were based solely on the performance of the Company as a whole, due to his promotion to CEO effective January 1, 2014.  Mr. Silvious, Mr. Smith and Mr. Patek's performance targets for 2011 through 2015 were based entirely on the performance of the Company as a whole. The 2011 through 2013 performance targets for Mr. May were based solely upon the performance of KPI, while his performance targets for 2014 and 2015 were based on the performance of KPI (75%) and the Company as a whole (25%). The performance targets must be met each year, after considering any allowed carryover of prior year's profits in excess of plan goals or carryback of current year's profits in excess of plan goals to recoup awards not granted in previous years, in order to earn the RSUs.  The final number of shares awarded to the Company's officers is approved each year by the Compensation Committee.

In addition2016, the Compensation Committee approved a new 2016 Restricted Stock Unit Program for Executive Officers (the "2016 RSU Program").  The 2016 RSU Program is similar to achieving the net income goal,2011 RSU Program in that it provides key officers of the Company (and Astec, Inc. or KPI, as applicableand group leaders with an annual opportunity to Mr. Brock and Mr. May, respectively) must also attain a returnearn RSUs based on capital employed, as defined,achievement of at least 14% for RSU grants to be earned by the named executive officers in each year.

Executive officers are eligible for certain perquisites and additional benefits that are not available to all employees (but are available to many management level employees), such as our Supplemental Executive Retirement Plan ("SERP").  The SERP provides additional benefits to individuals whose retirement benefits are affected by the limit on the maximum amount of compensation which may be taken into account under the qualified pension and 401(k) plans and provides additional benefits on annual profit sharing distributions not recognized under the qualified plans. Additional details regarding perquisites and other benefits provided to our named executive officers are disclosed in the Summary Compensation Table and described in the accompanying narrative.

We believe the perquisites and additional benefits provided to our named executive officers are reasonable in light of industry practices and competitive with the perquisites provided to executive officers within our peer group.  We review the perquisites provided to our executive officers on an annual basis to ensure that we are providing benefits that align with our overall compensation goal of providing competitive compensation to our executive officers that maximizes the interests of our shareholders.

In establishing pay levels for our named executive officers, the Committee considers the impact of Section 162(m) of the Internal Revenue Code on the amount of compensation deductible by the Company.  Under current tax law, Section 162(m) imposes a $1,000,000 limit (per "covered employee") that a publicly traded company can deduct for compensation paid to each of the CEO and three other most highly compensated executive officers (other than the CFO) who are employed as of the end of the year.  This limitation does not apply to pay that qualifies as "performance-based compensation" (as defined under Section 162(m)).  In order to qualify as "performance-based", compensation must, among other things, be based solely on the attainment of pre-established objective goals under a shareholder approved plan, with no positive discretion permitted when determining award payouts.

The Committee generally seeks to structure long-term incentive arrangements for named executive officers to qualify for full tax deductibility under Section 162(m).  Our current long-term equity incentive program is structured so that all awards to our Chief Executive Officernamed executive officers will be fully deductible under Section 162(m).  Any future options and stock appreciation rights granted under the 2011 Incentive Plan will be exempt from the deduction limit of 162(m).  The Compensation Committee may designate any other award granted under the 2011 Incentive Plan as performance-based in order to make the award fully deductible.  However, the Committee reserves the right to make awards outside of these plans or to provide compensation that does not qualify for full tax deductibility under Section 162(m) when deemed appropriate.

The Company considers the accounting implications of all aspects of its executive compensation program.  As a result of the provisions of FASB ASC Topic 718, we do not expect accounting treatment of differing forms of equity awards to vary significantly and, therefore, accounting treatment is not expected to have a material effect on our selection of forms of equity compensation.  In addition, accounting treatment is just one of many factors impacting plan design and pay determinations.  Our executive compensation program is designed to achieve the most favorable accounting and tax treatment possible as long as doing so does not conflict with intended plan design or program objectives.

ThePrior to 2016, the Company encouragesencouraged executive stock ownership but doesdid not currently have formal guidelines in place.  The Committee will periodically monitor executive officerDuring 2016, the Company's Board approved the Astec Industries, Inc. Stock Ownership Guidelines for Executives, effective as of July 28, 2016.  Under the new guidelines, company executives are required to accumulate and hold share of common stock of the Company having a value of at least the following:

Until the Executive has satisfied the above stock ownership levelsguidelines, such Executive is required to determine whetherretain fifty percent (50%) of the "net shares" of common stock received from the Corporation as compensation that are issued after July 28, 2016.  Furthermore, once an executive has satisfied the stock ownership requirements are warranted.guidelines, any future sales of stock by such executive shall be permitted only to the extent that such executive shall continue to meet the guidelines immediately following such sale.

This table provides information regarding compensation paid to or earned by our 20152016 named executive officers for each of the fiscal years ended December 31, 2013, 2014, 2015 and 20152016 in which they were also named executive officers.

The following table sets forth individual grants of awards made to each named executive officer during fiscal year 2015.2016.

This table discloses outstanding stock awards for the named executive officers as of December 31, 2015.2016.

The Astec Industries, Inc. Supplemental Executive Retirement Plan (SERP) provides a fully vested retirement benefit to our named executive officers upon their termination of employment with the Company.

During a participant's employment, the Company contributes 10%, unless specified otherwise by the Board, of such participant's compensation (which includes base salary and annual cash incentive awards but excludes certain amounts, such as an amount realized from the granting or vesting of restricted stock units) to each named executive officer's SERP account. This amount is credited with earnings or losses based on the rate of return on the Participant's investment elections, which include money market funds, mutual funds, and Company common stock, and are generally the same investment choices available under our 401(k) plan.

Upon separation from service, the Company will pay the participant a single lump sum in cash equal to the amount in his or her SERP account or a participant may elect to receive payment in annual installments, not to exceed 10 years. If a participant dies before receiving the lump sum payment, or, in the case of an annual installment election, before receiving all installments, the SERP account balance will be distributed to his or her survivor in a single lump sum as soon as practicable following the participant's death.

Accelerated withdrawal is not permitted except in certain limited circumstances specified in the plan. The Company may terminate the SERP at any time but must pay participants the account value as determined under the SERP.

As a matter of business philosophy, the Company generally does not enter into separate employment agreements or severance agreements with the Company'sindividual senior executive officers, including the Company's named executive officers.  InHowever, on July 28, 2016, the Company adopted the Astec Industries, Inc. Executive Change in Control Severance Plan (the "Severance Plan"), which provides for severance payments and benefits to the Company's executive officers and subsidiary presidents, including the named executive officers, in the event their employment is involuntarily terminated in connection with a change in control of the Company.  Major provisions of the plan are as follows:

Under the Severance Plan, if a terminationparticipating executive's employment is terminated by the Company without cause or resignation withoutby the participant for good reason or(as such terms are defined in the Severance Plan), and the termination occurs within a 24 month period following a change in control of the Company (or if the termination occurs prior to a change in control and it can reasonably be shown that the termination was in connection with the change in control), the participant will be entitled to certain severance payments and benefits (the "Change in Control  Severance Benefits").  The Change in Control Severance Benefits include lump sum cash payments of the following amounts: (1) a pro rata target annual bonus, (2) a severance payment equal to 3.0 times, in the case of a Tier I Participant, or 2.0 times, in the case of a Tier II Participant, or 1.5 times, in the case of a Tier III Participant, the participant's base salary and target annual bonus, and (3) a payment equal to the full cost to provide group health benefits to the participant for 36 months, in the case of a Tier I Participant, or 24 months, in the case of a Tier II Participant, or 18 months, in the case of a Tier III Participant (based on group health benefits sponsored by the Company would consider at that timeand maintained by the participant as of the termination date).  In addition, all of the participant's outstanding stock options, restricted stock units and other stock awards with time-based vesting restrictions will become fully vested and exercisable, and all of the participant's outstanding performance-based stock awards will be deemed to have been fully earned as of the termination date based on an assumed achievement of all relevant performance goals at "target" level, and will payout within 60 days following the circumstances whethertermination date.  The participant will also be eligible for 12 months following the termination date for up to enter into any arrangements providing for payments to our named executive officers.$25,000 of outplacement services payable by the Company.

Our 2006As a condition to receiving payments and benefits under the Severance Plan, a participant must enter into a separation agreement with the Company, which will contain a general release of claims and certain restrictive covenants, including non-competition, customer non-solicitation and employee non-recruitment, that will apply for a period of 12 months, in the case of a Tier I Participant, or eight months, in the case of a Tier II Participant or a Tier III Participant, following the participant's termination of employment.

In addition, our 2011 Incentive Plans providePlan provides that, awards will vest and become fully-exercisable, either immediately or at the endregardless of any applicable performance year,a change in control, in the event of a termination of employment due to the death, disability or retirement (after reaching age 65) of the individual.  In addition, in the event (i) a change in control occurs where the surviving entity does not assume or otherwise equitably convert the awards, or (ii) the participant's employment is terminated without Cause or for Good Reason (as such terms are defined in the Plans) within two years after the effective date of a change in control,, all outstanding stock options, restricted stock units and other stock awards vest andwith time-based vesting restrictions will become fully exercisable.  In addition, our Compensation Committee has the discretionvested and exercisable, and all outstanding performance-based stock awards will be deemed to fully vest awards under the 2006 and 2011 Incentive Plans upon terminationhave been earned on a pro rata basis at "target" level of employment or a change in control, even if such events do not automatically trigger vesting under the plan.performance.

The following table sets forth the numberestimated payments and value (based upon the fair market valuebenefits to each of Astec stock on December 31, 2015) of restricted stock units held by the named executive officers if their employment with the Company had been terminated under various circumstances as of December 31, 2015 that would have vested and converted to shares of common stock upon a termination of employment or a change in control as of such date under the specified circumstances described above.2016.

The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment including accrued salary, vacation pay, regular pension benefits, welfare benefits and 401(k) and nonqualified deferred compensation distributions. Amounts that would be distributed pursuant to our SERP for retirement eligible executives are indicated in the Nonqualified Deferred Compensation Plan table above.

Our director compensation program provides for both cash and equity compensation for our non-employee directors.  The principal features of the director compensation program as in effect for 2015prior to April 28, 2016 are described below.  We review director compensation on an annual basis.basis, and effective April 28, 2016, the Company adopted the Astec Industries, Inc. Amended and Restated Non-Employee Directors Compensation Plan, which changed the manner in which Directors are compensated as also described below.

Equity Awards.  In accordance with the Company's Non-Employee Directors Stock Incentive Plan, the Company's non-employee directors maycould elect to receive their annual retainer in the form of cash, shares of common stock, deferred stock or stock options. If the director electselected to receive common stock, whether on a current or deferred basis, the number of shares to be received iswas determined by dividing the dollar value of the annual retainer by the fair market value of the common stock on the date the retainer iswas payable.

Non-employee directors maycould elect to defer the receipt of common stock received as payment of the annual retainer until the earlier of (i) his or her termination of service as a director, or (ii) another designated date at least three years after the date of such deferral election. If any dividends or other rights or distributions of any kind arewere distributed to shareholders prior to the non-employee director's receipt of his or her deferred shares, an amount equal to the cash value of such distribution will bewas credited to a deferred dividend account for the non-employee director. The deferred dividend account will provideprovided the non-employee director with the right to receive additional shares of common stock having a fair market value as of the date of the dividend distribution equal to the cash value of the distributions.

Non-employee directors maycould also elect to receive stock options in payment of the annual retainer. If the director electselected to receive stock options, the number of options to be received iswould have been determined by dividing the dollar value of the annual retainer by the Black-Scholes value of an option on the date the retainer iswas payable. The options will bewould have been fully exercisable on the date of their grant.

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K for the year ended December 31, 20152016 and in this proxy statement.

Decisions and recommendations regarding the financial reporting procedures of the Company are made by the Audit Committee of the Board of Directors, which was comprised of Messrs. Baker, Dorey, Frierson, Gehl, Potts, Sansom and Tellock during the entire 2015 year with Messrs. Frierson and Dorey joining the committee in April and July 2015, respectively.2016 year.  The following report is not subject to incorporation by reference in any filings made by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

We, as a committee of the Board of Directors, oversee the Company's financial reporting process on behalf of the Board of Directors.  We operate under a written charter adopted by the Board of Directors.  This report reviews the actions we have taken with regard to the Company's financial reporting process during 20152016 and the Company's audited consolidated financial statements as of December 31, 20152016 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.2016.

In March 2004, the Board also designated us to serve as the Company's Qualified Legal Compliance Committee, or QLCC, in accordance with SEC rules and regulations. In our capacity as the QLCC, we are responsible for handling reports of a material violation of the securities laws or a breach of a fiduciary duty by the Company, its officers, directors, employees, or agents. In our capacity as the QLCC, we have the authority and responsibility to inform the Company's Chief Executive Officer of any violations.  We can determine whether an investigation is necessary and can take appropriate action to address these reports.  If an investigation is deemed necessary or appropriate, we have the authority to notify the Board, initiate an investigation and retain outside experts.

We are composed solely of independent directors, as that term is defined in Rule 5605(a)(2) of the Nasdaq Rules, and as independence for audit committee members is defined in the Nasdaq Rules.  None of the committee members is or has been an officer or employee of the Company or any of its subsidiaries or has engaged in any business transaction or has any business or family relationship with the Company or any of its subsidiaries or affiliates. Mr. Baker and Mr. Tellock have been designated by the Board as our financial experts.

The Company's management has the primary responsibility for the Company's consolidated financial statements and reporting process, including the systems of internal controls.  The Company's outside auditors are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon.  Our responsibility is to monitor and oversee these processes and to recommend annually to the Board of Directors the accountants to serve as the Company's outside auditors for the coming year.

We have implemented procedures to ensure that during the course of each fiscal year we devote the attention that we deem necessary or appropriate to fulfill our oversight responsibilities under our charter.  To carry out our responsibilities, we met eight times during 2015.2016.

In fulfilling our oversight responsibilities, we reviewed and discussed with management the audited consolidated financial statements to be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015,2016, including a discussion of the quality (rather than just the acceptability) of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.

We reviewed with the Company's outside auditorsindependent registered public accounting firm during 2015,2016, KPMG LLP, as to their judgments about the quality (rather than just the acceptability) of the Company's accounting principles.  We discussed with KPMG LLP the matters required to be discussed pursuant to Public Company Accounting Oversight Board AU 380AS 16 (Communication With Audit Committees). In addition, we discussed with KPMG LLP their independence from management and the Company, and we received and discussed with KPMG LLP the written disclosures and the letter from KPMG LLP required by the Public Company Accounting Oversight Board regarding their communications with us regarding their independence. We also considered whether the provision of services during 20152016 by KPMG LLP that were unrelated to their audit of the consolidated financial statements referred to above and to their reviews of the Company's interim consolidated financial statements during 20152016 was compatible with maintaining KPMG LLP's independence with respect to the time such auditorit was performing services for the Company.

Additionally, we discussed with the Company's internal auditors and independent auditorsregistered public accounting firm the overall scope and plan for their respective audits.  We met with the outside auditors,independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 20152016 for filing with the Securities and Exchange Commission.

The Company recognizes that transactions between the Company and any of its related persons (as such term is defined in Item 404(a) of Regulation S-K) can present potential or actual conflicts of interest or create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders.  Therefore, as a general matter, it is the Company's preference to avoid such transactions.  Nevertheless, the Company recognizes that there are situations where such transactions may be in, or may not be inconsistent with, the best interests of the Company.  Therefore, the Company has adopted a written policy with respect to related person transactions which requires either the Company's Audit Committee or the Company's Compensation Committee to review and, if appropriate, to approve or ratify any such transactions.  Pursuant to the Company's written policy, any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000, and in which any of the Company's related persons had, has or will have a direct or indirect material interest, must be reviewed, and if appropriate, approved or ratified by either the Audit Committee or the Compensation Committee.

The following table sets forth certain information known to us with respect to beneficial ownership of Company's Common Stock as of February 18, 2016,17, 2017, by the following individuals or groups:

The percentage of beneficial ownership of common stock is based on 23,034,56823,046,049 shares deemed outstanding as of February 18, 2016.17, 2017. In preparing the following table, we relied upon statements filed with the SEC by beneficial owners of more than 5% of the outstanding shares of our common stock pursuant to Section 13(d) or 13(g) of the Exchange Act, unless we knew or had reason to believe that the information contained in such statements was not complete or accurate, in which case we relied upon information that we considered to be accurate and complete. We have determined beneficial ownership in accordance with the rules of the SEC. Except as otherwise indicated, we believe, based on information furnished to us, that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and persons who own beneficially more than 10% of the Company's Common Stock to file reports of ownership and changes in ownership of such stock with the Securities and Exchange Commission, and to furnish the Company with copies of all Section 16(a) forms they file.  In addition, Item 405 of Regulation S-K requires the Company to identify in this Proxy Statement any person that may have failed to file a Section 16(a) form in a timely manner.  Based solely upon information provided to the Company by each such person, the Company believes that its directors, executive officers and greater than 10% shareholders timely complied with all applicable Section 16(a) filing requirements during fiscal 2015.2016 except that Jeffrey M. Schwarz filed one Form 4 late on January 26, 2017, to report an award of restricted stock units from the Company on February 28, 2016.

KPMG LLP ("KPMG") has served as the Company's independent registered public accounting firm since January 1, 2015.  On December 10, 2014, the Audit Committee of the Company dismissed Ernst & Young LLP ("E&Y") from the role of independent registered public accounting firm for the Company, which became effective upon completion by E&Y of its audit of the Company's consolidated financial statements as of and for the year ending December 31, 2014 and the effectiveness of the Company's internal controls over financial reporting as of December 31, 2014 and all other procedures related to filing the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

The following table presents fees for professional audit services rendered by KPMG and E&Y for the audit of the Company's annual consolidated financial statements for the years ended December 31, 20152016 and 20142015 and fees billed for other services rendered by the firmsfirm during 20152016 and 2014.2015.  No fees were paid to KPMG LLP prior to March 31, 2015.

The Company's Audit Committee preapproved all audit fees, audit-related fees,and tax fees and all other fees that were paid to KPMG LLP in 2016 and Ernst & Young LLP in fiscal 2015 and fiscal 2014.2015.

Since October 24, 2002, the Company's Audit Committee has approved all fees for audit and non-audit services of the Company's independent registered public accounting firm prior to engagement.  It is the policy of the Audit Committee, as set forth in the Audit Committee Charter, to pre-approve, to the extent required by applicable law, all audit and non-audit services provided to the Company by its independent registered public accounting firm. In accordance with applicable law, the Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant the required pre-approvals, provided that the decisions of any member(s) to whom such authority is delegated to pre-approve an activity shall be presented to the full Audit Committee at its next regularly scheduled meeting. The Audit Committee has delegated to each of its members the authority to grant the required pre-approvals for any engagement that does not exceed twenty-five thousand dollars ($25,000).

The Company's Audit Committee has reviewed the services rendered and the fees billed by KPMG LLP for the fiscal year ended December 31, 2015.2016.  The Audit Committee has determined that the services rendered and the fees billed in 20152016 that were not related to the audit of the Company's consolidated financial statements are compatible with the independence of KPMG LLP as the Company's independent registered public accounting firm.

The costs of soliciting proxy appointments will be paid by the Company.  The Company's directors, officers and employees may solicit proxies in person or by telephone, mail, facsimile, internet or otherwise, but they will not receive additional compensation for their services.  The Company may request brokers holding stock in their names, or the names of nominees, to forward proxy soliciting material to the beneficial owners of such stock and will reimburse such brokers for their reasonable expenses.

The delivery rules regarding proxy statements and annual reports may be satisfied by delivering a single copy of a proxy statement and annual report or notice of availability of these materials to an address shared by two or more shareholders. This method of delivery is referred to as "householding." Currently, the Company is not householding for registered shareholders, but brokers, dealers, banks or other entities which hold Common Stock in "street name" for beneficial owners of Common Stock and which distribute proxy statements and annual reports or notice of availability of these materials they receive to beneficial owners may be householding. Such brokers, dealers, banks or other entities may deliver only one proxy statement and annual report or notice of availability to certain multiple shareholders who share an address, unless the Company or such other distributor has received contrary instructions from one or more of those shareholders. The Company undertakes to deliver promptly upon request a separate copy of the proxy statement and/or annual report or notice of availability of these materials to a shareholder at a shared address to which a single copy of these documents was delivered. If you hold shares of Common Stock as a registered shareholder and prefer to receive separate copies of a proxy statement or annual report or notice of availability either now or in the future, please send a written request to the Corporate Secretary, Astec Industries, Inc. at 1725 Shepherd Road, Chattanooga, Tennessee 37421. Shareholders who hold Common Stock through a broker, dealer, bank or other entity, who share an address and are receiving multiple copies of annual reports or proxy statements or notices of availability and who prefer to receive a single copy of such material, either now or in the future, can request delivery of a single copy of a proxy statement, annual report and/or or notice of availability, as requested, by contacting such broker, dealer, bank or other entity.

Our Annual Report and Proxy Statement will also be available on the web prior to our annual meeting.Annual Meeting.  Once posted, you will be able to access, view and download this year's Annual Report and Proxy Statement on the web at www.proxyvote.com.

Management does not know of any other matters to be brought before the meeting other than those referred to above.  If any matters which are not specifically set forth in the form of proxy appointment and this Proxy Statement properly come before the meeting, the persons appointed as proxies will vote thereon in accordance with their best judgment.

Proposals of shareholders of the Company, made pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, intended to be presented for consideration at the 20172018 Annual Meeting of Shareholders of the Company must be received by the Company at its principal executive offices on or before November 14, 20162017 in order to be included in the Company's proxy statement and form of proxy relating to the 20172018 Annual Meeting of Shareholders.

Any other matter proposed by shareholders to be discussed at the 20172018 Annual Meeting of Shareholders may be so discussed if (i) the proposal is received by the Company on or before January 28, 20172018 and (ii) the Company in its sole discretion and in accordance with applicable law, approves discussion of the matter at the 20172018 Annual Meeting of Shareholders.  Any shareholder proposal not received prior to January 28, 20172018 will be considered untimely and, if such proposal is nonetheless presented at the 20172018 Annual Meeting of Shareholders, then the proxy holders will be able to vote your shares on any such proposal to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended.

The Company's consolidated financial statements and other financial information for the fiscal year ended December 31, 20152016 may be found in the Company's 20152016 Annual Report, which has been made available to all shareholders. The 20152016 Annual Report does not form any part of the material for the solicitation of proxies.