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):  May 9, 2025

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.    ☐

On May 9, 2025, as further described in Item 5.07 below, the shareholders of Vulcan Materials Company (the “Company”) approved the Company’s 2025 Omnibus Long-Term Incentive Plan (the “Plan”) at the Company’s annual meeting of shareholders (the “Annual Meeting”). The Plan previously had been approved, subject to shareholder approval, by the Company’s Board of Directors.

A summary of the material terms of the Plan is set forth in “Proposal Two – Approval of 2025 Omnibus Long-Term Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 24, 2025 (the “Proxy Statement”). That summary and the foregoing description of the Plan are qualified in their entirety by reference to the text of the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

On May 9, 2025, the Company held the Annual Meeting.  There were 132,101,184 shares of common stock eligible to be voted at the Annual Meeting, and 120,320,196 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 Proxy Statement, 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 2028:

Proposal 2: Approval of 2025 Omnibus Long-Term Incentive Plan

The Plan was approved with the following vote:

Proposal 3: 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:

Proposal 4: 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 2025 was ratified with the following vote:

(d) Exhibits

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.