UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
CURRENT REPORT Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2014
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New Jersey (State or other jurisdiction |
001-33841 _____________________________
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20-8579133 ___________________________
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(205) 298-3000
Not Applicable (Former name or former address if changed since last report)
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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)) | ||
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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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2014, the Board of Directors of Vulcan Materials Company (the “Company”) increased the total number of directors to twelve (12) and elected O.B. Grayson Hall, Jr., as a director of the Company to serve until the 2014 Annual Meeting of Shareholders. Mr. Hall is the Chairman and Chief Executive Officer of Regions Financial Corporation (“RFC”), one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, mortgage and insurance products and services. Mr. Hall has held this position since 2013. Prior to that he served as President and Chief Executive Officer (April 2010 – May 2013) and Vice Chairman (2008 – 2010) of RFC.
Mr. Hall will serve on the Governance and Finance Committees of the Board.
For his service on the Board of Directors for 2014, Mr. Hall will receive the Company’s standard compensation for non-employee directors, as described in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 29, 2013, pro rated based on the number of full months remaining in 2014.
Regions Bank provides certain lending (including as a lender in the Company’s revolving credit facility), deposit and similar banking services to the Company. Any loans made by Regions Bank to the Company during fiscal year 2013 were made in the ordinary course of business, were made on substantially the same terms as those prevailing at the time for comparable loans with persons not related to the Company and did not involve more than the normal risk of collectability or present other unfavorable features.
On March 10, 2014, Ann McLaughlin Korologos notified the Board that she is retiring and will not stand for re-election to the Board. Ms. Korologos will continue to serve on the Board until the Company’s Annual Meeting of Shareholders on May 9, 2014.
Item 9.01. Financial Statements and Exhibits.
(c) | Exhibits: | |||
Exhibit No. | Description | |||
99.1 | Press release dated March 10, 2014 announcing the election of O.B. Grayson Hall, Jr. to the Board and the retirement of Ann McLaughlin Korologos. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Vulcan Materials Company | ||
Date: March 11, 2014 | By: | /s/ Michael R. Mills |
Name: Michael R. Mills | ||
Title: Sr. Vice President and General Counsel |
Exhibit 99.1
March 10, 2014
FOR IMMEDIATE RELEASE
Investor Contact: Mark Warren (205) 298-3220
Media Contact: David Donaldson (205) 298-3220
VULCAN MATERIALS COMPANY ANNOUNCES CHANGES IN DIRECTORS
Grayson Hall Elected, Ann McLaughlin Korologos Announces Retirement
Birmingham, Ala. – Vulcan Materials Company (NYSE:VMC) announced today that Grayson Hall, 56, has been elected a director of the Company. Mr. Hall is chairman, president and chief executive officer of Regions Financial Corporation (NYSE:RF), one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, mortgage and insurance products and services.
Mr. Hall serves on the boards of Regions Financial Corporation and Regions Bank as well as Zep Inc. He is also chairman of the Birmingham Business Alliance and serves on the Federal Reserve Board of Governors’ Federal Advisory Council.
Mr. Hall earned a Bachelor’s degree in Economics from the University of the South and a Master’s degree in Business Administration from the University of Alabama. In addition, Mr. Hall is a graduate of the Stonier Graduate School of Banking at the University of Pennsylvania.
“We are very pleased to welcome Grayson Hall to the board of directors,” said Don James, chairman and chief executive officer of Vulcan Materials Company. “He is a strong and thoughtful leader and we look forward to working with him in the coming years.”
With the addition of Mr. Hall, Vulcan’s 12-member board consists of 11 outside directors.
In addition, Vulcan announced that Ann McLaughlin Korologos, former U.S. Secretary of Labor, is retiring from the Company’s board of directors.
“We thank Ann for her many years of outstanding contribution to Vulcan,” said James. “We are deeply grateful for her steadfast service to the Company and for the wisdom and longstanding commitment to Vulcan Materials she has demonstrated over the years.”
Mrs. Korologos was a member of Vulcan’s Board of Directors from 1990 until 2004, when she moved to Belgium with her husband, Tom Korologos, upon his appointment as U.S. Ambassador to Belgium. She rejoined the Board in 2007. Mrs. Korologos has been a member of the Board’s executive, safety, health and environmental affairs, and governance committees, and will continue chairing the governance committee until her retirement at the Company’s annual meeting on May 9, 2014.
Vulcan Materials Company, a member of the S&P 500 index, is the nation’s foremost producer of construction aggregates and a major producer of other construction materials. For additional information see www.vulcanmaterials.com.
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