UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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 September 6, 2019, Vulcan Materials Company (the “Company”) announced the retirement of Michael R. Mills as Chief Administrative Officer and Secretary of the Company, effective as of September 15, 2019. Additionally, the Board of Directors of the Company (the “Board”) appointed the Company’s current Senior Vice President and Chief Financial Officer, Suzanne H. Wood, as Secretary of the Company, effective as of September 15, 2019, for which she will not receive any additional compensation. On September 5, 2019, the Compensation Committee of the Board and the Board approved the terms of Mr. Mills’s retirement, as described below.
On September 3, 2019, Mr. Mills and the Company entered into a letter agreement (the “Letter Agreement”) setting forth the terms of Mr. Mills’s retirement. The Letter Agreement provides that, subject to Mr. Mills’s executing and not revoking a general release of claims in favor of the Company and its affiliates and continued compliance with the restrictive covenants described below, Mr. Mills: (i) will receive his base salary for a period of 36 months after his retirement in an amount totaling $1,950,000, less applicable tax withholdings, paid on a monthly basis in accordance with the Company’s payroll policies; (ii) will receive payment in respect of his full annual bonus for 2019 based on the achievement of actual performance, less applicable tax withholdings; (iii) will continue to vest in his outstanding equity-based awards in accordance with their terms as if he had not retired and be able to exercise his stock-only stock appreciation rights for the full remaining term of the awards; and (iv) will be reimbursed for reasonable healthcare and life insurance premiums. In exchange for the payments and benefits described above, under the Letter Agreement, Mr. Mills has agreed to covenants concerning confidentiality, nondisparagement, and, for two years following his retirement, noncompetition and nonsolicitation of customers and employees of the Company.
The foregoing summary description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |||
| 10.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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: September 6, 2019 |
By: |
/s/ Suzanne H. Wood | ||||
| Name: |
Suzanne H. Wood | |||||
| Title: |
Senior Vice President and Chief Financial Officer | |||||