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