Attached files
file | filename |
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EX-3.1 - Vulcan Materials CO | v168806_ex3-1.htm |
EX-99.1 - Vulcan Materials CO | v168806_ex99-1.htm |
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 11,
2009
VULCAN
MATERIALS COMPANY
(Exact
name of registrant as specified in its charter)
New
Jersey
|
001-33841
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20-8579133
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
of
incorporation)
|
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:
Not
Applicable
(Former
name or former address if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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))
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Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On December 11, 2009, Vulcan Materials
Company (the “Company”) announced that Kathleen Wilson-Thompson and James T.
Prokopanko were elected as directors of the Company. Ms.
Wilson-Thompson is currently senior vice president, global human resources for
the Kellogg Company. She joined Kellogg in 1992 as a senior attorney
and has served in her current position since 2005. In November,
Walgreens, the nation’s largest drugstore chain with a market capitalization of
approximately $37 billion, announced that Ms. Wilson-Thompson will join that
company in January 2010 as senior vice president and chief human resources
officer. Ms. Wilson-Thompson will serve on the Finance and Pension
Funds and Safety, Health & Environmental Affairs Committees of the
Board.
Mr. Prokopanko is president and chief
executive officer of The Mosaic Company, one of the world’s leading producers of
concentrated phosphate and potash crop nutrients. Prior to his
election to his current position in 2007, Mr. Prokopanko was Mosaic’s executive
vice president and chief operating officer. Mr. Prokopanko has been a
director of The Mosaic Company since 2004. Mr. Prokopanko will serve
on the Audit and Governance Committees of the Board.
The Mosaic Company is a customer of the
Company. In 2008, the Company sold approximately $5.07 million worth
of chemical limestone products to The Mosaic Company. Through
November 2009, the Company has sold approximately $5.6 million of such products
to Mosaic.
Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On December 11, 2009, the Board of
Directors of the Company approved an amendment to the Company’s Amended and
Restated By-Laws (as amended, the “By-Laws”), which amendment is effective
immediately. Section 2.01(a) of the By-Laws has been amended to
extend the retirement age for directors to 74. A copy of the By-Laws
are attached hereto has Exhibit 3.1 and are incorporated herein by
reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(c)
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Exhibits:
|
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Exhibit
No.
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Description
|
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3.1
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Amended
and Restated By-Laws of Vulcan Materials Company effective December 11,
2009.
|
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99.1
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Press
release dated December 11, 2009 announcing the election of Kathleen
Wilson-Thompson and James T. Prokopanko to the
Board.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant had duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Vulcan
Materials Company
|
||
Date: December
11, 2009
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By:
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/s/ Robert A. Wason
IV
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Robert
A. Wason IV
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