Vulcan Materials Company (Holding Company) filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VMC
Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices) (zip code)
(205 ) 298-3000
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On May 9, 2025, as further described in Item 5.07 below, the shareholders of Vulcan Materials Company (the “Company”) approved
the Company’s 2025 Omnibus Long-Term Incentive Plan (the “Plan”) at the Company’s annual meeting of shareholders (the “Annual Meeting”). The Plan previously had been approved, subject to shareholder approval, by the Company’s Board of Directors.
A summary of the material terms of the Plan is set forth in “Proposal Two – Approval of 2025 Omnibus Long-Term Incentive Plan” in
the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 24, 2025 (the “Proxy Statement”). That summary and the foregoing description of the Plan are qualified in their entirety by
reference to the text of the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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On May 9, 2025, the Company held the Annual Meeting. There were 132,101,184 shares of common stock eligible to be voted at the Annual Meeting, and
120,320,196 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. The following matters, which are described in more detail in the Proxy Statement, were approved by
the Company’s shareholders at the Annual Meeting. The final voting results are presented below.
Proposal 1: Election of Directors
Each of the individuals named below was elected to a three-year term expiring in 2028:
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Director
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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Lydia H. Kennard
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112,144,644
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1,650,560
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58,692
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6,466,300
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Kathleen L. Quirk
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111,333,807
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2,461,981
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58,108
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6,466,300
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David P. Steiner
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99,860,603
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13,925,277
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68,016
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6,466,300
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Lee J. Styslinger, III
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107,952,757
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5,847,289
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53,850
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6,466,300
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Proposal 2: Approval of 2025 Omnibus Long-Term Incentive Plan
The Plan was approved with the following vote:
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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110,015,449
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3,749,958
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88,489
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6,466,300
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Proposal 3: Advisory Vote on Compensation of the Company’s Named Executive Officers (Say on Pay)
The advisory vote on the compensation of the Company’s named executive officers was approved with the following vote:
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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109,024,421
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4,715,929
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113,546
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6,466,300
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Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 was ratified with the following vote:
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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115,706,734
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4,563,321
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50,141
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N/A
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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VULCAN MATERIALS COMPANY
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Date: May 12, 2025
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By:
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/s/ Denson N. Franklin III
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Name:
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Denson N. Franklin III
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Title:
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Senior Vice President, General Counsel and Secretary
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