Vulcan Materials CO false 0001396009 0001396009 2020-03-11 2020-03-11

 

 

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): March 11, 2020

 

VULCAN MATERIALS COMPANY

(Exact name of registrant as specified in its charter)

 

New Jersey

 

001-33841

 

20-8579133

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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

Symbol(s)

 

Name of each exchange

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 March 11, 2020, George Willis was elected to the Board of Directors (the “Board”) of Vulcan Materials Company (the “Company”), effective immediately. Mr. Willis currently serves as President, U.S. Operations of UPS (NYSE: UPS), a global leader in logistics, offering a broad range of solutions including transporting packages and freight, facilitating international trade, and deploying advanced technology to more efficiently manage the world of business.

Mr. Willis has been appointed to serve on the Board’s Audit Committee and its Safety, Health and Environmental Affairs Committee. He will receive the directors fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its 2019 Annual Meeting of Shareholders. He will stand for re-election at the Company’s upcoming 2020 Annual Meeting of Shareholders. There are no arrangements or understandings between Mr. Willis and any other persons pursuant to which he was selected as a director. Mr. Willis 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 Mr. Willis 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

No.

   

Description

         
 

99.1

   

Press Release, dated March 11, 2020

         
 

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: March 11, 2020

 

 

By:

 

/s/ Denson N. Franklin III

 

 

Name:

 

Denson N. Franklin III

 

 

Title:

 

Senior Vice President,

 

 

 

General Counsel and Secretary

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Investor Contact: Mark Warren (205) 298-3220

Media Contact: Janet Kavinoky (205) 298-3220

VULCAN MATERIALS COMPANY ELECTS NEW DIRECTOR

George Willis, Experienced Operations and Logistics Leader, Joins Board of Directors

BIRMINGHAM, Ala., March 11, 2020 – Vulcan Materials Company (NYSE: VMC), the nation’s largest producer of construction aggregates, today announced the election of George Willis to its Board of Directors, effective immediately. Mr. Willis will serve on the Audit and Safety, Health and Environmental Affairs Committees of the Board. Mr. Willis is the President, U.S. Operations of UPS (NYSE: UPS), a global leader in logistics, offering a broad range of solutions including transporting packages and freight, facilitating international trade, and deploying advanced technology to more efficiently manage the world of business.

“We are delighted to welcome George Willis to Vulcan’s Board of Directors,” said Vulcan Materials Company Chairman and CEO Tom Hill. “George has demonstrated exceptional leadership in his over 35-year career with UPS. His extensive experience with operations and logistics in a complex global business environment will provide us with invaluable insight on matters critical to our business.”

With the addition of Mr. Willis, Vulcan’s eleven-member board consists of ten independent directors.

Vulcan Materials Company, a member of the S&P 500 Index with headquarters in Birmingham, Alabama, is the nation’s largest producer of construction aggregates—primarily crushed stone, sand and gravel—and a major producer of aggregates-based construction materials, including asphalt mix and ready-mixed concrete. For additional information about Vulcan, go to www.vulcanmaterials.com.

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