Form 8-K Vulcan Materials CO For: May 13

 

 

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 13, 2022

 

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)

 

 

New Jersey		001-33841		20-8579133
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 Urban Center Drive

Birmingham, Alabama 35242

(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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1 par value		VMC		New York Stock Exchange

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. ☐

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 13, 2022, Vulcan Materials Company (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). There were 132,894,206 shares of common stock eligible to be voted at the Annual Meeting, and 120,421,270 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 Company’s 2022 definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2022, 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 2025:

 

Director		Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
Kathleen L. Quirk		111,744,025		3,070,073		42,421		5,564,751
David P. Steiner		103,420,106		11,212,888		223,525		5,564,751
Lee J. Styslinger, III		110,650,236		4,171,812		34,471		5,564,751

Proposal 2: 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:

 

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
110,635,992		4,118,878		101,649		5,564,751

Proposal 3: 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 2022 was ratified with the following vote:

 

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
116,444,697		3,944,834		31,739		N/A

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.

 

				VULCAN MATERIALS COMPANY
Date: May 16, 2022				By:		/s/ Denson N. Franklin III
						Name: Denson N. Franklin III
						Title:   Senior Vice President, General Counsel and Secretary