##### 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, 2007
 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 0-25428
 MEADOW VALLEY CORPORATION
  Nevada
(State or other jurisdiction of 
incorporation or organization)
    
    88-0328443
(I.R.S. Employer Identification No.)4602 E. Thomas Road, Phoenix, AZ
(Address of principal executive offices)
    
    85018
(Zip Code)
 Registrants telephone number, including area code: (602) 437-5400
  Title of each class:
    
    Name of exchange on which registered:Common stock, $.001 par value
    
    Nasdaq Capital Market
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



DOCUMENTS INCORPORATED BY REFERENCE
  EXPLANATORY NOTE
  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 SchedulesSIGNATURESEX-23EX-31.1EX-31.2EX-32    Table of Contents  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance




---



##### Table of Contents



,
 CORPORATE GOVERNANCE
 Director Independence
  Board of Directors and Board Committees




---



##### Table of Contents



Name
    
    Positions and Offices with the CompanyCharles E. Cowan (1) (2) (3) (4)
    
    DirectorCharles R. Norton (1) (2) (3) (4)
    
    DirectorDon A. Patterson (1) (2) (3) (4)
    
    DirectorBradley E. Larson
    
    President, Chief Executive Officer and DirectorKenneth D. Nelson
    
    Vice President, Chief Administrative Officer and Director
 
 (1)
    
    Member of the Compensation Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Nominating and Governance Committee(4)
    
    Member of the Special Committee The Audit Committee
  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.




---



##### Table of Contents




    
    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
  Stockholder Communications with Directors




---



##### Table of Contents



Code of Ethics
  Sarbanes-Oxley Act of 2002
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  
 Item 11. Executive Compensation
 DIRECTOR COMPENSATION
  Change inPension Valueand NonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Deferredor Paid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName (1)
    
    Cash (2)
    
    Awards
    
    Awards (3)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalCharles E. Cowan
    
    $
    31,000
    
    
    
    
    
    
    $
    38,350
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    69,350Charles R. Norton
    
    
    33,000
    
    
    
    
    
    
    
    38,350
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,350Don A. Patterson
    
    
    39,000
    
    
    
    
    
    
    
    38,350
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,350$
    103,000
    
    
    
    
    
    
    $
    115,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    218,050
 
 (1)
    
    Bradley E. Larson, President and Chief Executive Officer, and Kenneth D.
Nelson, Vice President and Chief Administrative Officer, are not included in this table as they are
employees of our Company and receive no additional compensation for their service as directors.
Their compensation is shown in the Summary Compensation Table for 2007, below.(2)
    
    Directors receive $15,000 per year for being a member of the Board of Directors and
$4,000 for each committee upon which they serve and are reimbursed for reasonable out-of-pocket
expenses. The Chairman of the Audit Committee and the Special Committee each received an
additional $4,000, 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.(3)
    
    Directors are entitled to participate in our equity incentive plan, and each director not
employed by the Company was issued 5,000 stock options to purchase common stock on July 2, 2007,
for his service on the Board during 2007. This column represents the aggregate dollar amount of
the awards granted in 2007. Therefore, the values shown here are not representative of the amounts
that may eventually be realized by a director. Pursuant to the rules of the Securities and
Exchange Commission, we have provided a grant date fair value for stock awards in accordance with
the provisions of Statement of Financial Accounting Standards No. 123(R), Share-based Payments.
At December 31, 2007, there were no restricted stock units, deferred stock units or dividend
equivalent units accumulated in any director accounts.




---



##### Table of Contents



EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview of Executive Compensation Program
   Executive Summary
  
    
    Alan Terril resigned as Vice President and Chief Operating Officer.
    
    Bradley E. Larson, Kenneth D. Nelson, David D. Doty, Robert Bottcher and Robert Terril
received a salary increase during fiscal 2007.
    
    Bradley E. Larson, Kenneth D. Nelson, David D. Doty, Robert Bottcher and Robert Terril
received incentives pursuant to the Companys Non-Equity Incentive Plan (the Incentive
Plan).
    
    Robert Bottcher, Arizona Area President of Meadow Valley Contractors, Inc, and Robert
Terril, Nevada Area President of Meadow Valley Contractors, Inc., were included as named
executive officers for 2007.
 Oversight of Executive Compensation Program and Role of Executive Officers in Compensation
Decisions
  Compensation Objectives and Philosophy
  
    
    set levels of annual salary, non-equity incentives 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
incentive compensation 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.




---



##### Table of Contents



Components of 2007 Executive Compensation
  Annual Salary
  Non-Equity Incentive Plan




---



##### Table of Contents



Maximum ofNon-Equity Cash Incentiveas a Percent ofName and Principal Position
    
    Annual SalaryBradley E. Larson, President and Chief Executive Officer
    
    
    115
    %(Principal Executive Officer)David D. Doty, Chief Financial Officer, Secretary and Treasurer
    
    
    70
    %(Principal Financial Officer)Kenneth D. Nelson, Vice-President and Chief Administrative Officer
    
    
    110
    %Robert Bottcher, Arizona Area President
    
    
    65
    %Meadow Valley Contractors, Inc. (a Meadow Valley Corporation
wholly owned subsidiary)Robert Terril, Nevada Area President
    
    
    65
    %Meadow Valley Contractors, Inc. (a Meadow Valley Corporation
wholly owned subsidiary)
 Summary Compensation Table for 2007
 Equity Incentive Plan
  Summary Compensation Table for 2007
  Other Compensation
 Summary Compensation Table for 2007 All Other Compensation




---



##### Table of Contents



Overall Compensation Levels
  Employment Agreements
  Compensation of the Chief Executive Officer
 Employment Agreement and Compensation Elements
  Compensation Committee Report




---



##### Table of Contents



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
    Summary Compensation Table
  Change inPension ValueandNon-Equity
    
    NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Stock Awards
    
    Awards(1)
    
    Compensation(2)
    
    Compensation
    
    Compensation(3)
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    ($)Bradley E. Larson,
    
    
    2007
    
    
    
    250,240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,754
    
    
    
    
    
    
    
    25,413
    
    
    
    459,407President and Chief
    
    
    2006
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    363,785
    
    
    
    
    
    
    
    23,384
    
    
    
    685,269Executive Officer
(Principal Executive
Officer)David D. Doty,
    
    
    2007
    
    
    
    140,192
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105,000
    
    
    
    
    
    
    
    15,904
    
    
    
    261,096Chief Financial
Officer
    
    
    2006
    
    
    
    140,000
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    216,664
    
    
    
    
    
    
    
    14,995
    
    
    
    419,759(Principal
Financial Officer)
Secretary, TreasurerKenneth D. Nelson,
    
    
    2007
    
    
    
    140,577
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    124,003
    
    
    
    
    
    
    
    23,279
    
    
    
    287,859Vice-President and
Chief
    
    
    2006
    
    
    
    140,000
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    216,664
    
    
    
    
    
    
    
    22,370
    
    
    
    427,134Administrative
OfficerRobert Bottcher,
    
    
    2007
    
    
    
    138,519
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122,250
    
    
    
    
    
    
    
    16,608
    
    
    
    277,377Arizona Area
President,
    
    
    2006
    
    
    
    138,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,340
    
    
    
    
    
    
    
    12,326
    
    
    
    278,666Meadow Valley
Contractors, IncRobert Terril,
    
    
    2007
    
    
    
    138,519
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122,250
    
    
    
    
    
    
    
    16,209
    
    
    
    276,978Nevada Area
President,
    
    
    2006
    
    
    
    138,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,940
    
    
    
    
    
    
    
    15,300
    
    
    
    240,240Meadow Valley
Contractors, IncAlan A. Terril,
    
    
    2007
    
    
    
    49,039
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,906
    
    
    
    58,945Vice-President and
Chief
    
    
    2006
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    48,100
    
    
    
    230,400
    
    
    
    
    
    
    
    17,029
    
    
    
    445,529Operating Officer
(former)
 
 (1)
    
    This column represents the aggregate dollar amount of the awards granted in each
respective year. 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 Securities and Exchange
Commission, we have provided a grant date fair value for option awards in accordance with the
provisions of Statement of Financial Accounting Standards No. 123(R), Share-based Payments. 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 which ever is




---



##### Table of Contents



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.(2)
    
    The non-equity incentive plan payments for 2007 and 2006 were made on March 7, 2008 and March
9, 2007, respectively. See discussion of non-equity incentive plans under the heading
Compensation Discussion and Analysis above. None of the named executive officers elected to
defer their 2007 or 2006 non-equity incentive plan payments.(3)
    
    The amounts shown include Company-paid life insurance premiums, defined contribution plan
payments, personal use of Company vehicles and Company-paid portion of health insurance for the
fiscal years ended 2007 and 2006. The following table identifies the separate amounts attributable
to each category of perquisites and other compensation: Company Paid
    
    Company Paid
    
    Company Paid
    
    
    
    
    
    DefinedDisability
    
    Life
    
    Portion of
    
    Vehicle
    
    ContributionName
    
    
    
    
    
    Insurance
    
    Insurance
    
    Health Insurance
    
    Personal Use
    
    Plan
    
    TotalBradley E. Larson
    
    
    2007
    
    
    $
    8,864
    
    
    $
    645
    
    
    $
    7,374
    
    
    $
    780
    
    
    $
    7,750
    
    
    $
    25,4132006
    
    
    $
    7,744
    
    
    $
    645
    
    
    $
    6,715
    
    
    $
    780
    
    
    $
    7,500
    
    
    $
    23,384David D. Doty
    
    
    2007
    
    
    $
    
    
    
    $
    
    
    
    $
    7,374
    
    
    $
    780
    
    
    $
    7,750
    
    
    $
    15,9042006
    
    
    $
    
    
    
    $
    
    
    
    $
    6,715
    
    
    $
    780
    
    
    $
    7,500
    
    
    $
    14,995Kenneth D. Nelson
    
    
    2007
    
    
    $
    6,620
    
    
    $
    755
    
    
    $
    7,374
    
    
    $
    780
    
    
    $
    7,750
    
    
    $
    23,2792006
    
    
    $
    6,620
    
    
    $
    755
    
    
    $
    6,715
    
    
    $
    780
    
    
    $
    7,500
    
    
    $
    22,370Robert Bottcher
    
    
    2007
    
    
    $
    
    
    
    $
    704
    
    
    $
    7,374
    
    
    $
    780
    
    
    $
    7,750
    
    
    $
    16,6082006
    
    
    $
    
    
    
    $
    704
    
    
    $
    6,715
    
    
    $
    780
    
    
    $
    4,127
    
    
    $
    12,326Robert Terril
    
    
    2007
    
    
    $
    
    
    
    $
    305
    
    
    $
    7,374
    
    
    $
    780
    
    
    $
    7,750
    
    
    $
    16,2092006
    
    
    $
    
    
    
    $
    305
    
    
    $
    6,715
    
    
    $
    780
    
    
    $
    7,500
    
    
    $
    15,300Alan A. Terril
    
    
    2007
    
    
    $
    
    
    
    $
    
    
    
    $
    1,901
    
    
    $
    255
    
    
    $
    7,750
    
    
    $
    9,9062006
    
    
    $
    1,905
    
    
    $
    1,530
    
    
    $
    5,314
    
    
    $
    780
    
    
    $
    7,500
    
    
    $
    17,029
 Grants of Plan-Based Awards in 2007
  Payouts Under
    
    Estimated Future
    
    
    
    
    
    All Other OptionNon-Equity Incentive Plan
    
    Payouts Under
    
    All Other Stock
    
    Awards: Number of
    
    
    
    
    
    Grant Date FairAwards
    
    Equity Incentive Plan Awards
    
    Awards: Number of
    
    Securities
    
    Exercise or Base
    
    Value of StockGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Shares of Stock or
    
    Underlying Options
    
    Price of Option
    
    and OptionName
    
    Date
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)
    
    ($)
    
    ($)
    
    Units (#)
    
    (#)
    
    Awards ($/Sh)
    
    AwardsBradley E. Larson
    
    
    
    
    
    $
    
    
    
    $
    183,754
    
    
    $
    287,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    David D. Doty
    
    
    
    
    
    $
    
    
    
    $
    105,000
    
    
    $
    105,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Kenneth D. Nelson
    
    
    
    
    
    $
    
    
    
    $
    124,003
    
    
    $
    154,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Robert Bottcher
    
    
    
    
    
    $
    
    
    
    $
    122,250
    
    
    $
    122,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Robert Terril
    
    
    
    
    
    $
    
    
    
    $
    122,250
    
    
    $
    122,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Alan A. Terril
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    The non-equity incentive plan payments were made on March 7, 2008 and related to the
achievement of specified financial performance objectives, as discussed under the heading
Compensation Discussion and Analysis above during 2007.(2)
    
    Individual payments made under the Non-Equity Incentive Plan are subject to maximum amounts
established by the Compensation Committee and are based upon cap amounts as a percentage of annual
salary amounts.




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  Option Awards (1)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 ($)(2)
    
    DateBradley E. Larson,
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    5.8750
    
    
    
    04/16/2008President and Chief Executive
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    3.8750
    
    
    
    10/21/2009Officer (Principal Executive
    
    
    33,334
    
    
    
    
    
    
    
    
    
    
    
    1.4600
    
    
    
    11/19/2013Officer)
    
    
    3,333
    
    
    
    
    
    
    
    6,667
    
    
    
    10.1100
    
    
    
    11/30/2011David D. Doty,
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    
    9.3800
    
    
    
    11/01/2010Chief Financial Officer
    
    
    
    
    
    
    
    
    
    
    6,667
    
    
    
    10.1100
    
    
    
    11/30/2011(Principal Financial Officer)
Secretary, TreasurerKenneth D. Nelson,
    
    
    5,800
    
    
    
    
    
    
    
    
    
    
    
    5.8750
    
    
    
    04/16/2008Vice-President and Chief
    
    
    5,800
    
    
    
    
    
    
    
    
    
    
    
    3.8750
    
    
    
    10/21/2009Administrative Officer
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    2.4375
    
    
    
    03/08/201132,500
    
    
    
    
    
    
    
    
    
    
    
    1.4600
    
    
    
    11/19/20133,333
    
    
    
    
    
    
    
    6,667
    
    
    
    10.1100
    
    
    
    11/30/2011Robert Bottcher,
    
    
    4,800
    
    
    
    
    
    
    
    
    
    
    
    5.8750
    
    
    
    04/16/2008Arizona Area President
    
    
    4,800
    
    
    
    
    
    
    
    
    
    
    
    3.8750
    
    
    
    10/21/2009Meadow Valley Contractors, Inc
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    2.4375
    
    
    
    03/08/20117,000
    
    
    
    
    
    
    
    
    
    
    
    1.4600
    
    
    
    11/19/2013Robert Terril,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Nevada Area President
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Meadow Valley Contractors, Inc
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Alan A. Terril,
    
    
    3,333
    
    
    
    
    
    
    
    6,667
    
    
    
    10.1100
    
    
    
    11/30/2011Vice-President and Chief
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Officer (former)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Outstanding options vest in one-third increments on each anniversary date of grant.(2)
    
    Pursuant to the 2004 Equity Incentive Plan, the exercise price for all outstanding options is
based on the grant date fair market value, which is the market closing price of our common stock on
the Nasdaq Capital Market on the date of grant.




---



##### Table of Contents



Option Exercises and Stock Vested in 2007
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number ofShares Acquired
    
    
    Value Realized
    
    
    Shares Acquired
    
    
    Value RealizedName
    
    on Exercise (#)
    
    
    on Exercise ($)
    
    
    on Vesting (#)
    
    
    on Vesting ($)Bradley E. Larson
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    David D. Doty
    
    
    8,333
    
    
    
    26,659
    
    
    
    
    
    
    
    Kenneth D. Nelson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert Bottcher
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert Terril
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Alan A. Terril
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Retirement Plans
 Pension Benefits
  Nonqualified Deferred Compensation
  Equity Incentive Plans
 Meadow Valley Corporation Equity Incentive Plan:




---



##### Table of Contents



Ready Mix, Inc. Equity Incentive Plan:
      
    
    employees holding positions of responsibility with RMI whose performance can have a
significant effect on RMIs success; and
    
    non-employee directors.




---



##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Amount andNature ofBeneficial
    
    Percent ofName and Address of Beneficial Owner
    
    Ownership (1)
    
    Class (1)Directors and Executive Officers
Bradley E. Larson (2)
    
    148,011
    
    2.8%Kenneth D. Nelson (3)
    
    150,529
    
    2.8%Alan A. Terril
    
    0
    
    *David D. Doty
    
    0
    
    *Don A. Patterson (4)
    
    18,333
    
    *Charles E. Cowan (5)
    
    13,333
    
    *Charles R. Norton (6)
    
    25,033
    
    *All officers
and directors as a group (7 persons)
    
    355,239
    
    6.6%5% StockholdersNorth Atlantic Value LLP (7)
    
    411,900
    
    7.7%Praesidium
Investment Management Company, LLC (8)
    
    277,701
    
    5.2%Tontine Capital Partners, LP (9)
    
    344,452
    
    6.4%Hoak Public Equities, LP (10)
    
    273,924
    
    5.1%Carpe Diem Capital Management LLC (11)
    
    424,415
    
    7.9%Lord, Abbett and Co. LLC (12)
    
    324,276
    
    6.1%
 
 *
    
    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 15, 2008 and that would become exercisable within 60 days of such
date. To our knowledge and unless otherwise indicated, each stockholder listed below 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
5,353,453 shares of common stock outstanding as of April 15, 2008 and options exercisable
within 60 days. Unless otherwise indicated, all stockholders listed below have an address in
care of our principal executive offices which are located at 4602 E. Thomas Road, Phoenix,
Arizona 85018.(2)
    
    Includes vested portion of stock options to purchase 50,667 shares of common stock.(3)
    
    Includes vested portion of stock options to purchase 67,433 shares of common stock.(4)
    
    Includes vested portion of stock options to purchase 18,333 shares of common stock.(5)
    
    Includes vested portion of stock options to purchase 13,333 shares of common stock.(6)
    
    Includes vested portion of stock options to purchase 25,033 shares of common stock.(7)
    
    Based solely on a Schedule 13D/A filed with the SEC on May 14, 2007. According to this
filing, the address of this holder is Ryder Court, 14 Ryder Street, London SW1Y 6QB, England.(8)
    
    Based solely on a Schedule 13G/A filed with the SEC on June 20, 2007. According to this
filing, the address of this holder is 747 Third Avenue, New York, New York 10017.(9)
    
    Based solely on a Schedule 13G/A filed with the SEC on February 15, 2006. According to this
filing, the address of this holder is 55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut
06830.(10)
    
    Based solely on a Schedule 13D/A filed with the SEC on November 7, 2007. According to this
filing, the address of this holder is 500 Crescent Court, Suite 230, Dallas, Texas 75201.(11)
    
    Based solely on a Schedule 13D/A filed with the SEC on April 11, 2008. According to this
filing, the address of this holder is 111 South Wacker Drive, Suite 3950, Chicago, Illinois
60606.(12)
    
    Based solely on a Schedule 13G filed with the SEC on February 14, 2008. According to this
filing, the address of this holder is 90 Hudson Street, Jersey City, New Jersey 07302.




---



##### Table of Contents



Equity Compensation Plan Information
  Meadow Valley CorporationEquity Compensation Plan InformationNumber 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)
    
    
    320,011
    
    
    $
    5.35
    
    
    
    150,149Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    320,011
    
    
    
    
    
    
    
    150,149
 
 (1)
    
    Includes 320,011 options to purchase shares of our common stock issued to employees
and directors from our 2004 Plan.  Number of Securities
    
    
    
    
    
    
    Number of Securitiesto be Issued upon
    
    
    Weighted-Average
    
    
    Remaining Available forExercise of
    
    
    Exercise Price of
    
    
    Future Issuance UnderPlan Category
    
    Outstanding Options
    
    
    Outstanding Options
    
    
    Equity Compensation PlansEquity Compensation
Plans Approved by
Security Holders (1)(2)
    
    
    482,375
    
    
    $
    11.54
    
    
    
    306,875Equity Compensation
Plans Not Approved by
Security Holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    482,375
    
    
    
    
    
    
    
    306,875
 
 (1)
    
    Includes an individual compensation agreement for 116,250 warrants to purchase
common stock issued to RMIs common stock issued to RMIs underwriters as a portion of
their compensation in connection with RMIs initial public offering.(2)
    
    Includes 366,125 options to purchase shares of RMIs common stock issued to RMIs
employees and directors from RMIs Plan. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions




---



##### Table of Contents



Director Independence
  
 Item 14. Principal Accounting Fees and Services   Disclosure of Audit and Non-Audit Fees
  For the Years Ended December 31,2007
    
    
    2006Audit fees for the years ended December 31 and
fees for the review of financial statements included
in quarterly reports on Form 10-Q
    
    $
    233,645
    
    
    $
    169,000Audit related fees (1)
    
    
    
    
    
    
    4,322Tax fees
    
    
    30,206
    
    
    
    30,008All other fees
    
    
    4,093
    
    
    
    36,284
 
 (1)
    
    Fees paid in 2006 were associated with the registration RMIs common stock shares underlying
the equity incentive plan.  Audit Committee Approval of Audit and Non-Audit Service




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  ExhibitNo.
    
    Title3.01
    
    Articles of Incorporation and amendments thereto of the Registrant (1)3.02
    
    Certificate of Designation of Series A Participating Preferred Stock Effective February 13, 2007 (17)3.03
    
    Amended and Restated Bylaws effective November 8, 2007 (2)4.1
    
    Rights Plan effective February 13, 2007 (18)10.1
    
    Form of Indemnification Agreement entered into by the Registrant with its directors and executive
officers (21)10.2
    
    Employment Agreement with Bradley E. Larson (22)10.3
    
    Employment Agreement with Kenneth D. Nelson (22)10.5
    
    Property Lease and Aggregate Supply Agreement with Sun State Rock & Materials Corp. (7)10.6
    
    Property Lease and Aggregate Supply Agreement with Clay R. Oliver d.b.a. Oliver Mining Company (7)10.7
    
    Office Lease Agreement (20)10.8
    
    Amendment to Office Lease Agreement of the Registrant (9)10.9
    
    Amendment to Office Lease Agreement of the Registrant (9)10.10
    
    General Agreement of Indemnity between the Registrant and Liberty Mutual Insurance Company (3)10.11
    
    Settlement Agreement and Release between the Registrant and New Mexico Department of Transportation
(11)10.12
    
    Promissory Note with Nevada State Bank (12)10.13
    
    Promissory Note with Nevada State Bank (12)10.14
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (7)10.15
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (7)10.16
    
    Master Security Agreement with The CIT Group/Equipment Financing, Inc. (7)10.17
    
    Master Security Agreement with The CIT Group/Equipment Financing, Inc. (7)10.18
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (7)10.19
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (13)10.20
    
    Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (12)10.21
    
    Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (7)10.22
    
    Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (8)10.23
    
    Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (8)10.24
    
    Amendment No. 1 to Restated and Amended Revolving Loan Agreement with The CIT Group/Equipment
Financing, Inc. (20)




---



##### Table of Contents



ExhibitNo.
    
    Title10.25
    
    Amendment No. 2 to Restated and Amended Revolving Loan Agreement with The CIT Group/Equipment
Financing, Inc. (20)10.26
    
    Renewal and Amendment of Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment
Financing, Inc. (5)10.27
    
    Renewal and Amendment of Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (5)10.28
    
    Amendment of Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment Financing,
Inc. (13)10.29
    
    Amendment of Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (13)10.30
    
    Line of Credit Agreement with GMAC Financial Services (10)10.31
    
    Line of Credit Agreement with Ford Motor Credit Company (10)10.32
    
    Commitment letter from DaimlerChrysler Services (14)10.33
    
    Master Lease Agreement with Wells Fargo Equipment Finance, Inc. (14)10.34
    
    Employment Agreement with David D. Doty (19)10.35
    
    Office Lease Agreement (22)10.36
    
    Amendment to Office Lease Agreement of the Registrant (22)10.37
    
    Amended and Restated Revolving Loan Agreement with Wells Fargo Equipment Finance, Inc. (23)10.38
    
    General Agreement of Indemnity
between the Registrant and Safeco Insurance Companies (24)14.1
    
    Code of Ethics for Senior Management (11)21
    
    Subsidiaries of the Registrant (1)23
    
    Consent of Independent Auditors *24
    
    Power of Attorney (24)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 *32
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
 
 (1)
    
    Incorporation by reference to the Companys Registration Statement on Form S-1, File Number 33-87750
declared effective on October 16, 1995(2)
    
    Previously filed as Exhibit 3.1 to the Companys Form 8-K Current Report dated November 8, 2007(3)
    
    Incorporated by reference to the Companys June 30, 2002 Form 10-Q(4)
    
    Incorporated by reference to the Companys September 30, 2002 Form 10-Q(5)
    
    Incorporated by reference to the Companys December 31, 2002 Annual Report on Form 10-K(6)
    
    Incorporated by reference to the Companys December 31, 1998 Annual Report on Form 10-K(7)
    
    Incorporated by reference to the Companys December 31, 2000 Annual Report on Form 10-K(8)
    
    Incorporated by reference to the Companys September 30, 2001 Form 10-Q(9)
    
    Incorporated by reference to the Companys June 30, 2003 Form 10-Q




---



##### Table of Contents



(10)
    
    Incorporated by reference to the Companys September 30, 2003 Form 10-Q(11)
    
    Incorporated by reference to the Companys December 31, 2003 Annual Report on Form 10-K(12)
    
    Incorporated by reference to the Companys June 30, 2004 Form 10-Q(13)
    
    Incorporated by reference to the Companys March 31, 2003 Form 10-Q(14)
    
    Incorporated by reference to the Companys March 31, 2004 Form 10-Q(15)
    
    Previously filed as an Exhibit with the same Exhibit number to the Companys Form 8-K Current Report
dated September 13, 2004(16)
    
    Previously filed as Exhibit 3.2 to the Companys Form 8-K Current Report dated February 9, 2007(17)
    
    Previously filed as Exhibit 3.1 to the Companys Form 8-K Current Report dated February 14, 2007(18)
    
    Previously filed as an Exhibit with the same Exhibit number to the Companys Form 8-K Current Report
dated February 14, 2007(19)
    
    Previously filed without exhibit to the Companys Form 8-K Current Report dated November 7, 2006(20)
    
    Incorporated by reference to the Companys December 31, 2001 Annual Report on Form 10-K(21)
    
    Previously filed as an Exhibit with the same Exhibit number to the Companys Form 8-K Current Report
dated March 6, 2007(22)
    
    Incorporated by reference to the Companys December 31, 2006 Annual Report on Form 10-K(23)
    
    Previously filed as an Exhibit with the same Exhibit number to the Companys Form 8-K Current Report
dated October 9, 2007(24)
    
    Incorporated by reference to the Companys
December 31, 2007 Annual Report on Form 10-K




---



##### Table of Contents



SIGNATURES
  MEADOW VALLEY CORPORATION/s/ Bradley E. LarsonBradley E. LarsonDirector, President and Chief Executive Officer(Principal Executive Officer)Date: April 29, 2008/s/ David D. DotyDavid D. DotySecretary, Treasurer and Chief Financial Officer(Principal Financial and Accounting Officer)Date: April 29, 2008
  *
    
    *Charles R. Norton
    
    Don A. PattersonDirector
    
    DirectorDate: April 29, 2008
    
    Date: April 29, 2008*
    
    *Kenneth D. Nelson
    
    Charles E. CowanDirector
    
    DirectorDate: April 29, 2008
    
    Date: April 29, 2008
 *
    
    by:
    
    /s/ Bradley E. LarsonBradley E. Larson, Attorney-in-FactDate: April 29, 2008