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 10, 2019

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))	
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.  ☐
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	

 

Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 10, 2019, Vulcan Materials Company (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) in Birmingham, Alabama. There were 132,068,024 shares of common stock eligible to be voted at the Annual Meeting, and 121,651,864 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 2019 definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2019, 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 2022:

	Director	  	Shares Voted
For	 	  	Shares Voted
Against	 	  	Abstentions	 	  	Broker Non-Votes	 	
Kathleen L. Quirk	  	 	113,092,449	 	  	 	331,862	 	  	 	45,264	 	  	 	8,182,289	 		
David P. Steiner	  	 	109,145,067	 	  	 	4,289,960	 	  	 	34,548	 	  	 	8,182,289	 		
Lee J. Styslinger, III	  	 	112,854,005	 	  	 	567,527	 	  	 	48,043	 	  	 	8,182,289	 		
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	
111,262,368	 	2,071,423	 	135,784	 	8,182,289	
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019 was ratified with the following vote:

Shares Voted
For	 	Shares Voted
Against	 	Abstentions	 	Broker Non-Votes	
119,262,134	 	2,339,883	 	49,847	 	0	

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 13, 2019	 		 	By:	 	/s/ Michael R. Mills	
	 		 		 	Name: Michael R. Mills	
	 		 		 	Title: Chief Administrative Officer and Secretary