##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A(Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-32440
 RMX HOLDINGS, INC.
  Nevada
    
    86-0830443(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4602 E. Thomas Road, Phoenix, AZ
    
    85018(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (602) 249-5814
  Title of each class:
    
    Name of exchange on which registered:Common stock, $.001 par value
    
    NYSE Alternext US
 o þ
 o þ
 þ o
 þ o
 o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesEX-31.1EX-31.2    Table of Contents  EXPLANATORY NOTE
    
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Gary A. Agron
 Charles R. Norton ,
 Charles E. Cowan




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##### Table of Contents



Dan
H. Stewart
 Bradley E. Larson
 Robert A. De Ruiter
 Kenneth D. Nelson
 David D. Doty, ,




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##### Table of Contents



CORPORATE GOVERNANCE
 Director Independence
  Board of Directors and Board Committees
    Name
    
    Positions and Offices with the CompanyCharles E. Cowan (1) (2) (3)
    
    DirectorCharles R. Norton (1) (2) (3)
    
    DirectorDan H. Stewart (1) (2) (3)
    
    DirectorGary A. Agron (1) (2) (3)
    
    DirectorRobert A. De Ruiter
    
    DirectorBradley E. Larson
    
    Chief Executive Officer and DirectorKenneth D. Nelson
    
    President and Director
 
 (1)
    
    Member of the Compensation Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Nominating and Governance Committee The Audit Committee




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The Nominating and Governance Committee
  
    
    identify, consider and nominate candidates for membership on the Board, including
any nominees properly received by the Secretary of the Corporation from any
stockholder;
    
    develop, recommend and evaluate corporate governance guidelines and a code of
business conduct and ethics applicable to the Company;
    
    make recommendations regarding the structure and composition of the Board and Board
committees; and
    
    advise the Board on corporate governance matters.
   
    
    Unquestionable integrity and honesty;
    
    The ability to exercise sound, mature and independent business judgment in the best
interests of the stockholders as a whole;
    
    Recognized leadership in business or professional activity;
    
    A background and experience that will complement the talents of the other Board
members;
    
    Willingness and capability to take the time to actively participate in Board and
Committee meetings and related activities;
    
    Ability to work professionally and effectively with other Board members and the
Companys management;
    
    An age to enable the director to remain on the Board long enough to make an
effective contribution; and
    
    Lack of realistic possibilities of conflict of interest or legal prohibition.
  The Compensation Committee




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##### Table of Contents



Stockholder Communications with Directors
    Other Corporate Governance Policies
   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE




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##### Table of Contents



Item 11. Executive Compensation
 DIRECTOR COMPENSATION
  Change inPension Value andFees Earned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Nonqualified Deferredor Paid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Cash (1)
    
    Awards
    
    Awards (2)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalGary A. Agron (4)
    
    $
    68,100
    
    
    
    
    
    
    
    22,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    90,300Charles E. Cowan
    
    $
    24,100
    
    
    
    
    
    
    
    11,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    35,400Charles R. Norton
    
    $
    26,100
    
    
    
    
    
    
    
    11,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    37,400Don A. Patterson (3)
    
    $
    
    
    
    
    
    
    
    
    11,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,300Dan H. Stewart
    
    $
    24,100
    
    
    
    
    
    
    
    11,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    35,400$
    142,400
    
    
    
    
    
    
    
    67,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    209,800
 
 (1)
    
    Directors not employed by the Company receive $12,100 per year for being a member of the
Board of Directors and $4,000 per year for each committee upon which they serve and are reimbursed
for reasonable out-of-pocket expenses. The Chairman of the Audit Committee receives an additional
$4,000 per year, and the Chairman of the Compensation Committee receives an additional $2,000 per
year. The above amounts do not include out-of-pocket expenses. Directors who are employed by the
Company are not compensated for their service on the Board.(2)
    
    Directors are entitled to participate in our 2005 Equity Incentive Plan and on March 10, 2009,
each director not employed by the Company, was issued options to purchase 10,000 shares of Common
Stock for their service on the Board during 2009. This column represents the aggregate dollar
amount of the awards granted in 2009. Therefore, the values shown here are not representative of
the amounts that may eventually be realized by any director. Pursuant to the rules of the SEC, we
have provided a grant date fair value for stock awards in accordance with the provisions of
applicable authoritative guidance excluding estimated forfeitures.  At December 31, 2009, there were
no restricted stock units, deferred stock units or dividend equivalent units accumulated in any
director accounts. Relevant disclosures related to amounts in this column are included in
footnotes 1 and 3 to the Companys audited financial statements for the fiscal year ended December
31, 2009, included in the Original Filing. The following table sets forth the number of
outstanding option awards held by each of our Non-Employee Directors as of December 31, 2009: Aggregate NumberName
    
    of Option AwardsGary A. Agron
    
    
    20,000Charles E. Cowan
    
    
    30,000Charles R. Norton
    
    
    30,000Don A. Patterson (3)
    
    
    36,750Dan H. Stewart
    
    
    30,000146,750
 (3)
    
    Mr. Patterson resigned from the Board of Directors on March 13, 2009 and the Board of Directors
filled the vacancy created by Mr. Pattersons resignation by appointing Mr. Agron to the Board of
Directors. Until his resignation from the Board of Directors, Mr. Patterson served on the Audit
Committee, the Compensation Committee and the Nominating and Governance Committee. Until his
resignation from the Board of Directors, Mr. Patterson served as the Chairman of the Audit
Committee.(4)
    
    Mr. Agron was granted 20,000 options upon his appointment to the board and he earned $40,000,
in addition to the fees described in (1) above, for his involvement in implementing the board of
directors evaluation of strategic alternatives. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview of Executive Compensation Program




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Executive Summary
  
    
    Robert A. De Ruiters employment was terminated in April 2010, but he remains as a
member of the Board of Directors.
    
    Kenneth D. Nelson was appointed President in February 2010.
    
    Clint Tryon resigned as Chief Financial Officer in April 2009.
    
    David D. Doty was appointed Chief Financial Officer in April 2009.
 Oversight of Executive Compensation Program and Role of Executive Officers in Compensation
Decisions
  Compensation Objectives and Philosophy
  
    
    set levels of annual salary, bonus and equity compensation that are
competitive and that will attract and retain superior executives, taking into
account the difficult industry conditions and competitive environment that the
Company faces;
    
    incorporate a performance-based component to executive compensation by
linking the bonus to the Companys financial and operational performance; and
    
    provide long-term equity-based compensation, thereby further aligning
the interests of the Companys executives with those of its other stockholders.
  Components of Executive Compensation
  Annual Salary




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##### Table of Contents



Non-Equity Incentive Plan
    Equity Incentive Plan
    Other Compensation
 All Other Compensation




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##### Table of Contents



Overall Compensation Levels
  Other Compensation Agreements
  Compensation of the Chief Executive Officer
 Employment Agreement and Compensation Elements
  Compensation Committee Report
   Charles R. Norton
    
    Gary A. AgronDan H. Stewart
    
    Charles E. Cowan




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##### Table of Contents



Summary Compensation Table
  Change inPension ValueandNon-Equity
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Deferred
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Stock Awards
    
    Option Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    
    ($)
    
    ($) (2)
    
    ($) (3)
    
    Earnings ($)
    
    ($) (4)
    
    ($)Bradley E. Larson (1)
    
    
    2009
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    11,300
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    11,300Chief Executive Officer
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and Director
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert A. De Ruiter (5)
    
    
    2009
    
    
    
    156,750
    
    
    
    
    
    
    
    
    
    
    
    11,300
    
    
    
    
    
    
    
    
    
    
    
    7,486
    
    
    
    175,536Director and Former President
    
    
    2008
    
    
    
    146,623
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,438
    
    
    
    
    
    
    
    12,325
    
    
    
    247,3862007
    
    
    
    131,210
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,080
    
    
    
    
    
    
    
    21,147
    
    
    
    288,437Clint Tryon (5) (6)
    
    
    2009
    
    
    
    51,382
    
    
    
    
    
    
    
    
    
    
    
    11,300
    
    
    
    
    
    
    
    
    
    
    
    2,994
    
    
    
    65,676Former Chief Financial Officer,
    
    
    2008
    
    
    
    151,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,886
    
    
    
    
    
    
    
    10,595
    
    
    
    220,068Secretary and Treasurer
    
    
    2007
    
    
    
    140,385
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216,664
    
    
    
    
    
    
    
    17,887
    
    
    
    374,936Kenneth D. Nelson
    
    
    2009
    
    
    
    14,615
    
    
    
    
    
    
    
    
    
    
    
    11,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,915Director and President
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David D. Doty
    
    
    2009
    
    
    
    52,615
    
    
    
    
    
    
    
    
    
    
    
    25,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,215Chief Financial Officer,
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Secretary and Treasurer
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Mr. Larson was compensated by Meadow Valley, as his services were provided to us through
an Administrative Services Agreement with Meadow Valley Corporation. See the disclosure under the
caption Certain Relationships and Related Transactions. Mr. Larson is the Chief Executive
Officer of Meadow Valley. During fiscal 2009, 2008 and 2007, Mr. Larson spent approximately 20% to
25% of his time working for us. We did not pay Meadow Valley directly for his services. However,
under the Administrative Services Agreement, we pay $22,000 per month to Meadow Valley for the
services of their executives to the Company, as well as for other administrative services provided
by Meadow Valley to us. During 2009, Messrs. Doty and De Ruiter had the principal responsibility
for our day-to-day operations.(2)
    
    This column represents the aggregate dollar amount of the awards granted in 2009, 2008 and
2007, respectively. Therefore, the values shown here are not representative of the amounts that may
eventually be realized by an executive. Pursuant to the rules of the SEC, we have provided a grant
date fair value for option awards in accordance with the provisions of applicable authoritative
guidance. For option awards, the fair value is estimated as of the date of grant using the
Black-Scholes option pricing model, which requires the use of certain assumptions, including the
risk-free interest rate, dividend yield, volatility and expected term. The risk-free interest rate
is based on the yield at the date of grant of a U.S. Treasury security with a maturity period equal
to or approximating the options expected term. The dividend yield assumption is based on our
historical dividend payouts, which is zero. The volatility assumption is based on the historical
volatility of our Common Stock over a period
equal to the options expected term or trading stocks trading history whichever is shorter. The
expected term of options granted is based on expectations about future exercises and represents the
period of time that options granted are expected to be outstanding.
During 2009, 26,750 options with an aggregate grant date fair value of $57,763 that had been
previously awarded and outstanding, were forfeited.
Relevant disclosures related
to amounts in this column are included in footnotes 1 and 3 to the Companys audited financial
statements for the fiscal year ended December 31, 2009, included in the Original Filing.(3)
    
    The non-equity incentive plan payments were made on March 7, 2008 and March 9, 2007,
respectively. See discussion of non-equity incentive plans under heading Compensation Discussion
and Analysis above. None of the named executive officers elected to defer their 2008 or 2007
non-equity incentive plan payment.(4)
    
    The amounts shown include Company-paid life insurance premiums, defined contribution plan
payments, personal use of Company vehicles or reimbursement for use of a personal vehicle and
Company-paid portion of health insurance for the fiscal years ended 2009, 2008 and 2007.(5)
    
    The 2008 salary includes 53 weeks of pay periods paid during the calendar year 2008. Mr.
Tryons annual salary at the time of his resignation was $142,500. Mr. De Ruiters 2009 annual
salary was $156,750.(6)
    
    Effective April 6, 2009, Mr. Tryon resigned his positions as the Companys Chief Financial
Officer, Secretary and Treasurer (Principal Accounting Officer) and the Board of Directors
appointed Mr. Doty to serve as the Companys Chief Financial Officer, Secretary and Treasurer
(Principal Accounting Officer). Mr. Doty will receive $72,000 in salary compensation for his
services to the Company and his compensation will not be covered by the Administrative Services
Agreement with Meadow Valley Corporation.




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##### Table of Contents



Company Paid
    
    Defined
    
    Vehicle
    
    Company PaidLife
    
    Contribution
    
    Reimbursement /
    
    Portion ofName
    
    
    
    
    
    Insurance
    
    Plan
    
    Personal Use
    
    Health Insurance
    
    TotalClint Tryon
    
    
    2009
    
    
    $
    280
    
    
    $
    
    
    
    $
    210
    
    
    $
    2,504
    
    
    $
    2,9942008
    
    
    
    280
    
    
    
    
    
    
    
    795
    
    
    
    9,520
    
    
    
    10,5952007
    
    
    
    280
    
    
    
    7,500
    
    
    
    780
    
    
    
    9,327
    
    
    
    17,887Robert A. De Ruiter
    
    
    2009
    
    
    
    675
    
    
    
    
    
    
    
    780
    
    
    
    6,031
    
    
    
    7,4862008
    
    
    
    675
    
    
    
    
    
    
    
    5,145
    
    
    
    6,505
    
    
    
    12,3252007
    
    
    
    675
    
    
    
    7,500
    
    
    
    6,600
    
    
    
    6,372
    
    
    
    21,147
 Grants of Plan-Based Awards in 2009
  Estimated Future Payouts Under
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    All Other OptionNon-Equity Incentive Plan
    
    Estimated Future Payouts Under
    
    All Other Stock
    
    Awards: Number of
    
    Exercise or
    
    Grant date fairAwards
    
    Equity Incentive Plan Awards
    
    Awards: Number of
    
    Securities
    
    Base Price
    
    value of stockGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Shares of Stock or
    
    Underlying Options
    
    of Option
    
    and optionName
    
    Date
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    (#)
    
    (#)
    
    (#)
    
    Units (#)
    
    (#)
    
    Awards ($/Sh)
    
    awardsBradley E. Larson
    
    
    03/10/09
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    $
    2.07
    
    
    $
    1.13Robert A. De Ruiter
    
    
    03/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    2.07
    
    
    
    1.13Clint Tryon
    
    
    03/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    2.07
    
    
    
    1.13Kenneth D. Nelson
    
    
    03/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    2.07
    
    
    
    1.13David D. Doty
    
    
    04/07/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    20,000
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    2.65
    
    
    
    1.28
 
 (1)
    
    No non-equity incentive plan payments were made for the achievement of specified personal
financial performance objectives in 2009, as discussed under the heading Compensation Discussion
and Analysis above.(2)
    
    The maximum non-equity incentive plan awards do not include the discretionary component to
which each individual is eligible, as discussed under the heading Compensation Discussion and
Analysis above. Option Exercises and Stock Vested in 2009
  Option Awards
    
    Stock AwardsNumber of
    
    
    
    
    
    Number ofShares Acquired
    
    Value Realized
    
    Shares Acquired
    
    Value RealizedName
    
    on Exercise (#)
    
    on Exercise ($)
    
    on Exercise (#)
    
    on Exercise ($)Bradley E. Larson
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Robert A. De Ruiter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Clint Tryon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kenneth D. Nelson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David D. Doty
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  Equity IncentivePlan Awards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    OptionOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    Price ($)(1)
    
    DateBradley E. Larson
    
    
    6,750
    (2)
    
    
    
    
    
    
    
    $
    11.00
    
    
    1/28/2010Chief Executive Officer and
    
    
    10,000
    (3)
    
    
    
    
    
    
    
    $
    10.35
    
    
    11/30/2011Director
    
    
    
    (4)
    
    
    10,000
    
    
    
    
    $
    2.07
    
    
    3/10/2014Robert A. De Ruiter
    
    
    50,625
    (2)
    
    
    
    
    
    
    
    $
    11.00
    
    
    1/28/2010Director and Former President
    
    
    
    (4)
    
    
    10,000
    
    
    
    
    $
    2.07
    
    
    3/10/2014Kenneth D. Nelson
    
    
    6,750
    (2)
    
    
    
    
    
    
    
    $
    11.00
    
    
    1/28/2010President and Director
    
    
    10,000
    (3)
    
    
    
    
    
    
    
    $
    10.35
    
    
    11/30/2011
    (4)
    
    
    10,000
    
    
    
    
    $
    2.07
    
    
    3/10/2014David D. Doty
    
    
    6,750
    (5)
    
    
    
    
    
    
    
    $
    12.50
    
    
    11/1/2010Chief Financial Officer,
    
    
    10,000
    (3)
    
    
    
    
    
    
    
    $
    10.35
    
    
    11/30/2011Secretary and Treasurer
    
    
    
    (6)
    
    
    20,000
    
    
    
    
    $
    2.65
    
    
    4/7/2014
 
 (1)
    
    Pursuant to the 2005 Equity Incentive Plan, the exercise price for all outstanding
options is based on the grant date fair market value, which was the market closing price of our
Common Stock on the American Stock Exchange on the date of grant.(2)
    
    Options to purchase shares of Common Stock were granted on January 28, 2005. The options
vested in one-third increments on each subsequent grant date anniversary.(3)
    
    Options to purchase shares of Common Stock were granted on November 30, 2006. The options
vest in one-third increments on each subsequent grant date anniversary.(4)
    
    Options to purchase shares of Common Stock were granted on March 10, 2009. The options vest
in one-third increments on each subsequent grant date anniversary.(5)
    
    Options to purchase shares of Common Stock were granted on November 1, 2005. The options vest
in one-third increments on each subsequent grant date anniversary.(6)
    
    Options to purchase shares of Common Stock were granted on April 7, 2009. The options vest in
one-third increments on each subsequent grant date anniversary. Retirement Plans
 Pension Benefits
  Nonqualified Deferred Compensation




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##### Table of Contents



Equity Incentive Plan
      
    
    employees holding positions of responsibility with us whose performance can have a
significant effect on our success; and
    
    non-employee directors.
  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and Natureof Beneficial
    
    Percent ofName and Address of Beneficial Owner
    
    Ownership (1)
    
    Class (1)Meadow Valley Parent Corp. (3)
    
    
    2,645,212
    
    
    
    69.4
    %Bradley E. Larson (2)
    
    
    13,333
    
    
    
    *David D. Doty (7)
    
    
    23,416
    
    
    
    1.0
    %Robert A. De Ruiter (4)
    
    
    3,943
    
    
    
    *Kenneth D. Nelson (2)
    
    
    14,333
    
    
    
    *Charles E. Cowan (5)
    
    
    23,333
    
    
    
    1.0
    %Charles R. Norton (5)
    
    
    23,333
    
    
    
    1.0
    %Dan H. Stewart (5)
    
    
    23,333
    
    
    
    1.0
    %Gary A. Agron (6)
    
    
    20,000
    
    
    
    1.0
    %
 
 *
    
    less than 1%(1)
    
    Beneficial ownership includes direct and indirect ownership of shares of our common stock,
including rights to acquire beneficial ownership of shares upon the exercise of stock options
exercisable as of April 29, 2010 and that would become exercisable within 60 days of such
date. To our knowledge and unless otherwise indicated, each stockholder listed above has sole
voting and investment power over the shares listed as beneficially owned by such stockholder,
subject to community property laws where applicable. Percentage of ownership is based on
3,809,500 shares of our common stock outstanding as of April 29, 2010 and options exercisable
within 60 days thereafter. Unless otherwise indicated, all stockholders listed above have an
address in care of our principal executive offices which is located at 4602 East Thomas Road,
Phoenix, Arizona 85018.(2)
    
    Includes 13,333 shares of our common stock issuable upon exercise of outstanding options that
are vested within 60 days of April 29, 2010.(3)
    
    The address for this stockholder is Insight Equity Holdings LLC, c/o Insight Equity
Management Company LLC, 1400 Civic Place, Suite 250, Southlake, TX 76092. According to the
Schedule 13D filed on March 13, 2009, the following individuals and entities may be deemed
beneficial owners of all or a portion of these securities: Meadow Valley Parent Corp, Meadow
Valley Solutions LLC, Meadow Valley Resources LLC, Meadow Valley Holdings LLC, Insight Equity
I LP, Insight Equity GP I LP, Insight Equity Holdings I LLC, Insight Equity Holdings LLC,
Bradley E. Larson, Kenneth D. Nelson and Robert W. Bottcher.(4)
    
    Includes 3,333 shares of our common stock issuable upon exercise of outstanding options that
are vested within 60 days of April 29, 2010.(5)
    
    Includes 23,333 shares of our common stock issuable upon exercise of outstanding options that
are vested within 60 days of April 29, 2010.(6)
    
    Includes 20,000 shares of our common stock issuable upon exercise of outstanding options that
are vested within 60 days of April 29, 2010.(7)
    
    Includes 23,416 shares of our common stock issuable upon exercise of outstanding options that
are vested within 60 days of April 29, 2010.




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##### Table of Contents



EQUITY COMPENSATION PLAN INFORMATION
  Number of securitiesremaining availableNumber of securities
    
    
    
    
    
    for future issuanceto be issued upon
    
    Weighted-average
    
    under equityexercise of
    
    exercise price of
    
    compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity
compensation plans
approved by security holders (1)(2)
    
    
    550,375
    
    
    $
    7.67
    
    
    
    122,625Equity
compensation plans not
approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    550,375
    
    
    
    
    
    
    
    122,625
 
 (1)
    
    Includes 550,375 options to purchase shares of common stock issued to our employees,
directors and consultants from our 2005 Plan.(2)
    
    Not included above is an individual compensation agreement for 116,250 warrants
to purchase shares of common stock issued to our underwriters as a portion of their
compensation in connection with our initial public offering. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions




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##### Table of Contents



Director Independence
  
 Item 14. Principal Accounting Fees and Services
 Disclosure of Audit and Non-Audit Fees
  For the Years Ended December 31,2009
    
    2008Audit fees for the years ended December 31 and
fees for the review of financial statements included
in quarterly reports on Form 10-Q
    
    $
    116,579
    
    
    $
    110,340Audit related fees (1)
    
    
    
    
    
    
    5,530Tax fees (2)
    
    
    12,000
    
    
    
    12,000
 
 (1)
    
    Audit related fees incurred in 2008 related to SEC staff comments(2)
    
    Tax fees related to the preparation of the Companys Federal and state income tax returns  Audit Committee Approval of Audit and Non-Audit Service




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    
    Exhibits
 Exhibit
    
    
    
    By Reference fromNumber
    
    Description
    
    Document3.1
    
    Articles of Incorporation of the registrant, as amended
    
    
    (5
    )3.2
    
    Amended and Restated Bylaws of the registrant
    
    
    (6
    )10.1
    
    2005 Equity Incentive Plan
    
    
    (1
    )10.4
    
    Office Lease (Las Vegas)
    
    
    (1
    )10.7
    
    Administrative Services Agreement
    
    
    (1
    )10.8
    
    Production Facility Lease (Sun City, Arizona)
    
    
    (1
    )10.9
    
    Production Facility Lease (Henderson, Nevada)
    
    
    (1
    )10.10
    
    Production Facility Lease (Moapa, Nevada)
    
    
    (1
    )10.11
    
    Decorative Rock Lease (Moapa, Nevada)
    
    
    (1
    )10.12
    
    Oliver Mining Lease (Queen Creek, Arizona)
    
    
    (1
    )10.15
    
    Office Lease (Las Vegas)
    
    
    (2
    )10.17
    
    Production Facility Lease (Northwest Las Vegas, Nevada)
    
    
    (1
    )10.18
    
    Lease and Supply Agreement (Buckeye, Arizona)
    
    
    (3
    )10.19
    
    Production Facility Lease (Northwest Las Vegas, Nevada)
    
    
    (3
    )10.20
    
    Amendment to Decorative Rock Lease (Moapa, Nevada)
    
    
    (3
    )10.21
    
    Production Facility Renewal (Moapa, Nevada)
    
    
    (3
    )10.22
    
    Officer / Director Indemnification Agreement
    
    
    (4
    )14.1
    
    Code of Ethics
    
    
    (1
    )24
    
    Powers of Attorney (included on the signature pages hereto)
    
    
    *31.1
    
    Certification of Chief Executive Officer Pursuant to Rules 13a-14 and
15d-14 of The Securities Exchange Act of 1934
    
    
    *31.2
    
    Certification of Chief Financial Officer Pursuant to Rules 13a-14 and
15d-14 of The Securities Exchange Act of 1934
    
    
    *
 
 *
    
    Filed herewith(1)
    
    Previously filed as an exhibit with the same exhibit number to the registrants Registration Statement on
Form S-1 filed on February 11, 2005.(2)
    
    Previously filed as an exhibit with the exhibit number 10.1 to the registrants Current Report on Form
8-K filed on April 9, 2007.(3)
    
    Previously filed as an exhibit to the registrants Quarterly Report on Form 10-K filed on August 12, 2008.(4)
    
    Previously filed as an exhibit to the registrants Current Report on Form 8-K filed on August 6, 2008.(5)
    
    Previously filed as an exhibit to the registrants Annual Report on Form 10-K filed on March 30, 2007.(6)
    
    Previously filed as an exhibit to the registrants Annual Report on Form 10-K filed on February 25, 2009.




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##### Table of Contents



SIGNATURES
  RMX HOLDINGS, INC./s/ Bradley E. LarsonBradley E. LarsonDirector and Chief Executive
Officer
(Principal Executive Officer)Date: April 30, 2010/s/ David D. DotyDavid D. DotySecretary, Treasurer and Chief
Financial Officer
(Principal Financial and Accounting Officer)
Date: April 30, 2010  *
    
    *Charles R. Norton
    
    Gary A. AgronDirector
    
    DirectorDate: April 30, 2010
    
    Date: April 30, 2010*
    
    *Kenneth D. Nelson
    
    Charles E. CowanDirector and President
    
    DirectorDate: April 30, 2010
    
    Date: April 30, 2010*
    
    *Dan H. Stewart
    
    Robert A. De RuiterDirector
    
    DirectorDate: April 30, 2010
    
    Date: April 30, 2010
 * by:
    /s/ Bradley E. LarsonBradley E. Larson, Attorney-in-FactDate: April 30, 2010