Vulcan Materials 8-K 2022-12-09

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): December 9, 2022

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).

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 December 9, 2022, the Board of Directors (the “Board”) of Vulcan Materials Company (the “Company”) amended the Company’s Amended and Restated By-Laws (as amended, the “By-Laws”). Among other things, the By-Laws include: (i) enhanced procedural mechanics and disclosure requirements in connection with shareholder nominations of directors, including to address matters related to Rule 14a-19 under the Securities Exchange Act of 1934, as amended; (ii) a requirement that disclosures included in a shareholder’s notice of nomination or a proposed director nominee’s questionnaire, representation and agreement be updated so that they are accurate as of the record date for the shareholders’ meeting and as of ten business days prior to the shareholders’ meeting; (iii) a requirement that shareholders soliciting proxies from other shareholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; (iv) updates to the procedures for appointing Company officers to reflect the development of the Company’s governance practices; and (v) various other updates, including ministerial and conforming changes such as changes in furtherance of gender neutrality.

The foregoing description of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

(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.