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):  June 1, 2012

 

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:

 

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            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07   Submission of Matters to a Vote of Security Holders.

 

The annual meeting of shareholders of Vulcan Materials Company (the “Company”) was held on June 1, 2012, in Birmingham, Alabama.  There were 129,389,563 shares of common stock of the Company eligible to be voted at the Annual Meeting and 108,542,794 shares represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.

 

According to final, certified results provided by IVS Associates, Inc. (“IVS”), the independent inspector of elections for the 2012 Annual Meeting, shareholders present in person or by proxy voted on each proposal presented as follows (there were no broker non-votes reported):

 

(1)                                  Election of Four Directors to Vulcan’s Board:

 

Director

 

For

 

Withheld

 

Phillip W. Farmer

 

82,903,684

 

25,598,382

 

H. Allen Franklin

 

89,031,013

 

19,471,053

 

Richard T. O’Brien

 

89,560,174

 

18,941,892

 

Donald B. Rice

 

82,400,566

 

26,101,500

 

 

(2)                                  Advisory vote on executive compensation (Say on Pay).

 

For

 

Against

 

Abstentions

 

101,399,930

 

6,378,612

 

723,277

 

 

(3)                                  Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2012.

 

For

 

Against

 

Abstentions

 

106,412,466

 

1,810,391

 

319,937

 

 

(4)                                  The advisory shareholder proposal submitted by United Brotherhood of Carpenters and Joiners of America regarding majority voting for director elections.

 

For

 

Against

 

Abstentions

 

66,664,416

 

41,045,899

 

791,510

 

 

(5)                                  The advisory shareholder proposal submitted by Illinois State Board of Investment regarding the declassification of the Company’s board of directors.

 

For

 

Against

 

Abstentions

 

79,699,608

 

28,006,831

 

795,382

 

 

(6)                                  The advisory shareholder proposal submitted by Gerald Armstrong regarding the elimination of super-majority voting.

 

For

 

Against

 

Abstentions

 

72,580,268

 

35,072,685

 

849,105

 

 

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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

 

 

(Registrant)

 

 

 

 

 

 

 

 

Dated: June 1, 2012

 

By:

/s/ Robert A. Wason IV

 

 

 

Robert A. Wason IV

 

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