UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 8, 2020, Vulcan Materials Company (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). There were 132,555,286 shares of common stock eligible to be voted at the Annual Meeting, and 117,734,777 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. The following matters, which are described in more detail in the Company’s 2020 definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2020, were approved by the Company’s shareholders at the Annual Meeting. The final voting results are presented below.
Proposal 1: Election of Directors
Each of the individuals named below was elected to a three-year term expiring in 2023:
| Director |
Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non- Votes |
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| Melissa H. Anderson |
110,155,545 |
557,864 |
53,136 |
6,968,232 |
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| O. B. Grayson Hall, Jr. |
108,337,279 |
2,374,386 |
54,880 |
6,968,232 |
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| James T. Prokopanko |
107,510,292 |
3,177,536 |
78,717 |
6,968,232 |
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| George Willis |
110,030,405 |
685,240 |
50,900 |
6,968,232 |
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Proposal 2: Advisory Vote on Compensation of the Company’s Named Executive Officers (Say on Pay)
The advisory vote on the compensation of the Company’s named executive officers was approved with the following vote:
| Shares Voted |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 106,274,148 |
4,397,641 |
94,756 |
6,968,232 |
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020 was ratified with the following vote:
| Shares Voted |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 113,656,252 |
4,050,225 |
28,300 |
N/A |
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: May 13, 2020 |
By: |
/s/ Denson N. Franklin III | ||||
| Name: |
Denson N. Franklin III | |||||
| Title: |
Senior Vice President, General Counsel | |||||
| and Secretary | ||||||