0001562180-21-005716.txt : 20210901 0001562180-21-005716.hdr.sgml : 20210901 20210901195605 ACCESSION NUMBER: 0001562180-21-005716 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210830 FILED AS OF DATE: 20210901 DATE AS OF CHANGE: 20210901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hill J Thomas CENTRAL INDEX KEY: 0001564533 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33841 FILM NUMBER: 211231437 MAIL ADDRESS: STREET 1: 1200 URBAN CENTER DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35242 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vulcan Materials CO CENTRAL INDEX KEY: 0001396009 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 208579133 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1200 URBAN CENTER DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: (205) 298-3000 MAIL ADDRESS: STREET 1: 1200 URBAN CENTER DRIVE CITY: BIRMINGHAM STATE: AL ZIP: 35242 FORMER COMPANY: FORMER CONFORMED NAME: Virginia Holdco, Inc. DATE OF NAME CHANGE: 20070409 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2021-08-30 false 0001396009 Vulcan Materials CO VMC 0001564533 Hill J Thomas 1200 URBAN CENTER DRIVE BIRMINGHAM AL 35242 true true false false Chairman, President & CEO Common Stock 2021-08-30 4 S false 51733.00 186.25 D 70464.665 D Common Stock 2021-08-30 4 S false 17825.00 187.14 D 52639.665 D Common Stock 2021-08-31 4 S false 20809.00 186.04 D 31830.665 D Common Stock 2021-08-31 4 S false 2300.00 186.81 D 29530.665 D Common Stock (401k) 28600.63 D Deferred Comp DSUs/PSUs Common Stock 47387.529 47387.529 D Phantom Stock (Deferred Compensation) Common Stock 2761.287 2761.287 D Performance Share Units 2021-12-31 Common Stock 27000.00 27000.00 D Performance Share Units 2022-12-31 Common Stock 24700.00 24700.00 D Performance Share Units 2023-12-31 Common Stock 23700.00 23700.00 D Restricted Stock Units 2022-02-19 Common Stock 9000.00 9000.00 D Restricted Stock Units 2023-02-21 Common Stock 8200.00 8200.00 D Restricted Stock Units 2024-02-19 Common Stock 7900.00 7900.00 D Stock Appreciation Right 55.41 2014-02-07 2023-02-07 Common Stock 7000.00 7000.00 D Stock Appreciation Right 66.00 2015-02-13 2024-02-13 Common Stock 12500.00 12500.00 D Stock Appreciation Right 79.41 2016-02-12 2025-02-12 Common Stock 30800.00 30800.00 D Stock Appreciation Right 92.02 2017-02-12 2026-02-12 Common Stock 32100.00 32100.00 D Stock Appreciation Right 122.60 2018-02-10 2027-02-10 Common Stock 23900.00 23900.00 D Stock Appreciation Right 121.69 2019-02-23 2028-02-23 Common Stock 27200.00 27200.00 D Stock Appreciation Right 113.16 2020-02-19 2029-02-19 Common Stock 26100.00 26100.00 D Stock Appreciation Right 133.95 2021-02-21 2030-02-21 Common Stock 27000.00 27000.00 D Stock Appreciation Right 164.38 2022-02-19 2031-02-19 Common Stock 24800.00 24800.00 D The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.01 to $187.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. Restricted Stock Units cliff vest on the specified date and are settled in shares of Vulcan Common Stock within 75 days after the applicable vesting date. Stock Appreciation Right vested in four (4) equal annual installments beginning on this date. Stock Appreciation Right vested in three (3) equal annual installments beginning on this date. Stock Appreciation Right vests in three (3) equal annual installments beginning on this date. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.01 to $187.39, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.55 to $186.54, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.55 to $187.36, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Convertible on a 1-for-1 basis. In accordance with the terms of Vulcan's Deferred Compensation Plan and instructions previously provided by the reporting person pursuant thereto, each share will settle for a share of Vulcan Common Stock following the retirement of the reporting person. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2019 and ends on December 31, 2021. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in stock on a payment date determined by the Compensation Committee. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2020 and ends on December 31, 2022. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in stock on a payment date determined by the Compensation Committee. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2021 and ends on December 31, 2023. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in stock on a payment date determined by the Compensation Committee. /s/ Elizabeth H. Townsend, Attorney-In-Fact 2021-09-01 EX-24 2 hill_poa-2020.txt POWER OF ATTORNEY POWER OF ATTORNEY STATE OF ALABAMA COUNTY OF JEFFERSON The undersigned director, officer, and/or shareholder of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints Denson N. Franklin III, C. Samuel Todd, and Elizabeth H. Townsend, or any of them, the true and lawful attorneys of the undersigned, to prepare, based on information provided by the undersigned, and sign the name of the undersigned to (1) any Form 3 required to be filed with the Securities and Exchange Commission (the "SEC") under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), for and on behalf of the undersigned and any and all amendments to said report; (2) any Form 4 required to be filed with the SEC under the Exchange Act, for and on behalf of the undersigned and any and all amendments to said reports; and (3) any Form 5 to be filed with the SEC under the Exchange Act, for and on behalf of the undersigned and any and all amendments to said reports. The undersigned hereby grants to said attorneys full power of substitution, re-substitution, and revocation, all as fully as the undersigned could do if personally present, hereby ratifying all that said attorneys or their substitutes may lawfully do by virtue hereof. This Power of Attorney shall be effective for so long as the undersigned remains subject to the provisions of Section 16 of the Exchange Act, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 2nd day of January, 2020. /s/ J. Thomas Hill