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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): February 16,
2011
VULCAN
MATERIALS COMPANY
(Exact
name of registrant as specified in its charter)
New
Jersey
___________________________
(State
or other jurisdiction
of
incorporation)
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001-33841
_____________________________
(Commission
File Number)
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20-8579133
___________________________
(IRS
Employer Identification No.)
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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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Page 1 of
4
Item 1.01 Entry
Into a Material Definitive Agreement.
On
February 16, 2011, the Compensation Committee of the Board of Directors of
Vulcan Materials Company (the "Company") approved for each of the named
executive officers to be included in the Company’s 2011 proxy statement (the
“NEOs”):
§
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the
2011 base salaries, effective March 1,
2011
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§
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the
bonus to be paid in 2011 based on 2010
performance
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§
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the
short term target bonus percentages for the 2011 fiscal
year
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§
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payout
of previously awarded performance shares over a three year
period
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The
compensation for the CEO was ratified by the Board of Directors.
2011
Base Salary, 2010 Bonus Paid and Target Bonus Percentages for NEO’s
For each
NEO, the following table reflects (i) the 2011 base salary effective March 1,
2011, (ii) the fact that no cash bonuses were approved or paid based on 2010
performance and (iii) the target bonus opportunity for the 2011 fiscal
year.
Named
Executive
|
Title
|
Base
Salary
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2011
Eligible
Bonus
(Forfeited)
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2010
Bonus
Paid
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2011
Annual
Target
Bonus
Opportunity
as a
Percentage
of
Base
Salary
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Donald
M. James
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Chairman
and Chief Executive Officer
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$
1,250,000
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$
585,002
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$
0
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100%
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Daniel
F. Sansone
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Executive
Vice President and Chief Financial Officer
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540,000
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168,715
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0
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75%
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Ronald
G. McAbee(1)
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Senior
Vice President, Construction Materials – West
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0
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126,549
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0
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0
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Danny
R. Shepherd
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Executive
Vice President, Construction Materials
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540,000
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126,549
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0
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75%
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Robert
A. Wason IV
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Senior
Vice President and General Counsel
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402,000
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100,645
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0
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60%
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(1) Mr. McAbee retired effective February
1, 2011.
For
Donald M. James, Chairman and CEO, the base salary effective March 1, 2011
remains unchanged from the base salary effective March 1, 2008.
Page 2 of
4
Additional
information about the method of calculation of the 2010 bonus
follows.
Bonus
Earned in 2010 Payable in Current Year
Each of
the NEO’s participates in the Company’s Executive Incentive Plan (“EIP”). Under
this plan, participating executives are entitled to earn an annual cash
incentive award to the extent established financial objectives are
achieved.
The
payment of the bonus is subject to both the attainment of a minimum performance
threshold for the year, as established by the Compensation Committee and the
Committee’s downward discretion based on the Economic Profit (EP) performance of
the Company. For 2010, the minimum threshold for earning a cash bonus was
either:
§
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cash
earnings in the amount of $190 million,
or
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§
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EBITDA
in the amount of $350 million.
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Even
though the minimum financial performance threshold under EIP was achieved in
2010, the Company’s results at the corporate level, under the EP formula, fell
well short of the performance goal. Upon recommendation by the CEO, the
Compensation Committee determined to exercise its discretion not to pay cash
bonuses for the NEO’s for 2010.
Long-Term
Incentive Award Payments
The
Compensation Committee also authorized payments to the NEOs for the Performance
Share Units (PSUs) previously granted in 2008 pursuant to the Company’s 2006
Long-Term Incentive Plan. The payments were based on internal performance
measures, total shareholder return versus the S&P 500 index, and changes in
the market value of our common stock.
The
following table sets forth the amount earned for the previously granted PSUs for
the three year period ending December 31, 2010. The earned value will be paid in
shares of the Company’s common stock.
Named
Executive
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Title
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Performance
Period
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Original
Grant
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Units
Earned
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Value
($)
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Donald
M. James
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Chairman
and Chief Executive Officer
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1/1/2008
–
12/31/2010
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19,500
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8,137
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358,679
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Daniel
F. Sansone
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Executive
Vice President and Chief Financial Officer
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1/1/2008
–
12/31/2010
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4,000
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1,669
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73,570
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Ronald
G. McAbee
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Senior
Vice President, Construction Materials – West
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1/1/2008
–
12/31/2010
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3,700
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1,544
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68,060
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Danny
R. Shepherd
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Executive
Vice President, Construction Materials
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1/1/2008
–
12/31/2010
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3,700
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1,544
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68,060
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Robert
A. Wason IV
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Senior
Vice President and General Counsel
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1/1/2008
–
12/31/2010
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1,990
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830
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36,586
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Page 3 of
4
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.
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Vulcan
Materials Company
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Date: February
18, 2011
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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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Page 4 of
4