8-K

VULCAN MATERIALS COMPANY

Date: May 18, 2020

/s/ Denson N. Franklin III

Denson N. Franklin III

Senior Vice President, General Counsel and Secretary

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 18, 2020

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 9.01

Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the issuance of $750 million aggregate principal amount of 3.50% Notes due 2030 by Vulcan Materials Company (the “Company”) on May 18, 2020, pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-223626) (the “Registration Statement”).

(d) Exhibits

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:


Exhibit No.		Description

	1.1	Underwriting Agreement, dated May 7, 2020, between Vulcan Materials Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, and SunTrust Robinson Humphrey, Inc. as representatives of the several Underwriters.

	4.1	Ninth Supplemental Indenture, dated as of May 18, 2020, between Vulcan Materials Company and Regions Bank, as Trustee.

	5.1	Opinion of Womble Bond Dickinson (US) LLP.

	23.1	Consent of Womble Bond Dickinson (US) LLP (included as part of Exhibit 5.1).

	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.