8-K

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): October 11, 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))

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

On October 11, 2019, Melissa H. Anderson was elected to the Board of Directors (the “Board”) of Vulcan Materials Company (the “Company”), effective immediately. Ms. Anderson currently serves as Executive Vice President and Chief Human Resources Officer of Duke Energy Corporation, one of the largest energy holding companies in the U.S., delivering electric, natural gas and renewable energy services across the country.

Ms. Anderson has been appointed to serve on the Board’s Compensation Committee and its Safety, Health and Environmental Affairs Committee. She will receive the directors fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its 2019 Annual Meeting of Shareholders. She will stand for re-election at the Company’s 2020 Annual Meeting of Shareholders. There are no arrangements or understandings between Ms. Anderson and any other persons pursuant to which she was selected as a director. Ms. Anderson does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the election of Ms. Anderson to the Board is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit     No.		Description
	99.1	Press Release, dated October 14, 2019
	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: October 15, 2019	By:	/s/ Suzanne H. Wood
	Name:	Suzanne H. Wood
	Title:	Senior Vice President, Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact: Mark Warren (205) 298-3220

Media Contact: Janet Kavinoky (205) 298-3220

VULCAN MATERIALS COMPANY ELECTS NEW DIRECTOR

Melissa H. Anderson Joins Board of Directors

BIRMINGHAM, Ala., October 14, 2019 – Vulcan Materials Company (NYSE: VMC), the nation’s largest producer of construction aggregates, today announced the election of Melissa H. Anderson to its Board of Directors, effective immediately. Ms. Anderson will serve on the Compensation and Safety, Health and Environmental Affairs Committees. Ms. Anderson is the Executive Vice President and Chief Human Resources Officer of Duke Energy Corporation (NYSE: DUK), one of the largest energy holding companies in the U.S., delivering electric, natural gas and renewable energy services across the country.

“We are fortunate to welcome Melissa Anderson to Vulcan’s Board of Directors,” said Vulcan Materials Company Chairman and CEO Tom Hill. “Melissa is an exceptional leader fostering a strong corporate culture at a large, dynamic, publicly traded company. We look forward to working with her and to the insights and expertise she will bring to the Board.”

With the addition of Ms. Anderson, Vulcan’s eleven-member board consists of ten independent directors.

Vulcan Materials Company, a member of the S&P 500 index with headquarters in Birmingham, Alabama, is the nation’s largest producer of construction aggregates and a major producer of other construction materials—primarily crushed stone, sand and gravel—and a major producer of aggregates-based construction materials, including asphalt and ready-mixed concrete. For additional information about Vulcan, go to www.vulcanmaterials.com.

***

XML

Document and Entity Information	Oct. 11, 2019
Cover [Abstract]
Entity Registrant Name	Vulcan Materials CO
Amendment Flag	false
Entity Central Index Key	0001396009
Document Type	8-K
Document Period End Date	Oct. 11, 2019
Entity Incorporation State Country Code	NJ
Entity File Number	001-33841
Entity Tax Identification Number	20-8579133
Entity Address, Address Line One	1200 Urban Center Drive
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35242
City Area Code	(205)
Local Phone Number	298-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1 par value
Trading Symbol	VMC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false