8-K
Vulcan Materials CO (VMC)
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): July 8, 2022
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
| New Jersey | 001-33841 | 20-8579133 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 July 8, 2022, Lydia H. Kennard was elected to the Board of Directors (the “Board”) of Vulcan Materials Company (the “Company”), effective July 11, 2022. Ms. Kennard currently serves as President and CEO of KDG Construction Consulting, a leading provider of construction management services for public infrastructure projects, and Quality Engineering Solutions, a full-service pavement engineering and construction inspection firm. Ms. Kennard is also a founding principal of KDG Aviation, LLC, an operator and developer of general aviation facilities.
Ms. Kennard has been appointed to serve on the Board’s Audit 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 2022 Annual Meeting of Shareholders. She will stand for re-election at the Company’s 2023 Annual Meeting of Shareholders. The Board has determined that Ms. Kennard is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules. There are no arrangements or understandings between Ms. Kennard and any other persons pursuant to which she was selected as a director. Ms. Kennard 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. Kennard 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<br>No. | Description |
|---|---|
| 99.1 | Press Release, dated July 11, 2022 |
| 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: July 11, 2022 | By: | /s/ Denson N. Franklin III |
| Name: | Denson N. Franklin III | |
| Title: | Senior Vice President, General Counsel<br> <br>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
Lydia H. Kennard Joins Board of Directors
BIRMINGHAM, Ala., July 11, 2022 – Vulcan Materials Company (NYSE: VMC), the nation’s largest producer of construction aggregates, today announced the election of Lydia H. Kennard to its Board of Directors, effective immediately. Ms. Kennard will serve on the Audit and Safety, Health and Environmental Affairs Committees of the Board. Ms. Kennard currently serves as President and CEO of KDG Construction Consulting, a leading provider of construction management services for public infrastructure projects, and Quality Engineering Solutions, a full-service pavement engineering and construction inspection firm. Ms. Kennard is also a founding principal of KDG Aviation, LLC, an operator and developer of general aviation facilities. Ms. Kennard currently serves on the boards of AECOM, Freeport-McMoRan, Inc., and Prologis, Inc.
“We are privileged to welcome Lydia Kennard to Vulcan’s Board of Directors,” said Vulcan Materials’ Chairman and CEO Tom Hill. “Lydia brings to our Board the skills of an accomplished CEO and a proven track record of success. She will add valuable insights to our Board that will be an asset to Vulcan.”
With the addition of Ms. Kennard, Vulcan’s twelve-member board consists of eleven independent directors.
Vulcan Materials Company, a member of the S&P 500 Index with headquarters in Birmingham, Alabama, is the nation’s largest supplier of construction aggregates—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.
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