8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 30, 2014

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:

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2014, Donald M. James, Executive Chairman of the Board of Directors (the “Board”) of Vulcan Materials Company (the “Company”), notified the Company that he will retire as an employee of the Company, effective January 15, 2015. On such date, Mr. James will transition into service as Non-Executive Chairman of the Board. As Non-Executive Chairman of the Board, Mr. James will continue service as a director but will no longer be an employee of the Company. As Non-Executive Chairman of the Board, Mr. James’ compensation will consist of an annual cash retainer of $200,000 together with the director fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its 2014 Annual Meeting of Shareholders.

Item 9.01.   Financial Statements and Exhibits.  

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated December 31, 2014 announcing transition of Donald M. James to Non-Executive Chairman

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:  December 31, 2014	By:	/s/ Michael R. Mills
		Name:	Michael R. Mills
		Title:	Sr. Vice President and General Counsel

EX-99.1

EXHIBIT NO. 99.1

FOR IMMEDIATE RELEASE 

Investor Contact: Mark Warren (205) 298-3220 

Media Contact: David Donaldson (205) 298-3220

VULCAN MATERIALS ANNOUNCES DONALD M. JAMES TO TRANSITION TO NON-EXECUTIVE CHAIRMAN 

Birmingham, Ala. – December 31, 2014 – Vulcan Materials Company (NYSE:VMC), the nation's largest producer of construction aggregates, today announced that Donald M. James, Executive Chairman of the Board of Directors, will retire as an employee of the Company, effective January 15, 2015 and will transition to Non-Executive Chairman.

Mr. James (65) served as President of Vulcan Materials Company from 1996 to 1997 and as Chief Executive Officer from 1997 to 2014. He has served on the Company’s Board of Directors since 1996, was named Chairman in 1997 and then Executive Chairman in 2014.

Douglas J. McGregor, Vulcan’s Lead Director, said, "On behalf of the Board, we are grateful for Don’s exceptional stewardship of the Company and for his tireless service over the years. Don’s transition to Non-Executive Chairman is a natural evolution of his role at Vulcan Materials, and we appreciate his continued guidance and leadership.”

Mr. James said, “Our management succession process is going well. Our new management team, led by President and CEO Tom Hill, is now in place and functioning at a high level. The Company’s financial and operational performance has continued to improve as demand for our construction materials recovers across all of our markets. In addition to volume recovery, the Company’s commitment to cost control, disciplined capital spending and unit margin expansion gives me great confidence in the future of Vulcan under our new management team. Vulcan’s strategic market positions in the largest, fastest growing metropolitan areas across the country and our extensive and unmatched aggregates reserves in these markets will provide the basis for future earnings growth. I look forward to continuing to work with the Board of Directors and management as we strive to build additional value for our shareholders.”

Vulcan Materials Company, a member of the S&P 500 index, is the nation’s largest producer of construction aggregates and a major producer of other construction materials. For additional information see www.vulcanmaterials.com.

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