Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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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):  September 20, 2023

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)

[phone]

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.    ☐

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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.

 

Election of Thompson S. Baker II as President

On September 20, 2023, the Board of Directors (the “Board”) of Vulcan Materials Company (the “Company”) announced the election of Thompson S. Baker II as President of the Company, effective immediately. J. Thomas Hill will continue to serve as the Company’s Chairman and Chief Executive Officer.

Mr. Baker, 65, was appointed Chief Operating Officer of the Company effective May 2019. He previously served as Senior Vice President from March 2017 to April 2019. Prior to that, he served in a number of positions with the Company, including President of the Florida Rock Division, before serving as Chief Executive Officer of FRP Holdings, Inc. from October 2010 to March 2017 and President and Chief Executive Officer of Patriot Transportation Holding, Inc. from December 2014 to March 2017.

In connection with the election, Mr. Baker’s base salary was increased to $800,000. No changes were made to the bonus targets for Mr. Baker under the Company’s Executive Incentive Plan (“EIP”) and 2016 Omnibus Long-Term Incentive Plan (“LTIP”). Mr. Baker has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K other than as disclosed in the Company’s 2023 definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2023.

Promotion of Ronnie A. Pruitt to Chief Operating Officer

On September 20, 2023, the Company announced the promotion of Ronnie A. Pruitt, previously Senior Vice President of the Company’s Southwest and Western Divisions, to the position of Chief Operating Officer, effective immediately.

Mr. Pruitt, 53, joined the Company as part of the Company’s August 2021 acquisition of U.S. Concrete, Inc. He held various leadership roles at U.S. Concrete, including President and Chief Executive Officer from April 2020 to August 2021, President and Chief Operating Officer from April 2019 to April 2020, and Senior Vice President and Chief Operating Officer from October 2015 to April 2019.

In connection with the promotion, Mr. Pruitt’s base salary was increased to $700,000, and his EIP and LTIP targets were increased to 100% and 290%, respectively, of base salary. Mr. Pruitt has no 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 management changes described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated September 20, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: September 20, 2023	By:	/s/ Denson N. Franklin III
	Name:	Denson N. Franklin III
	Title:	Senior Vice President, General Counsel
		and Secretary

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Exhibit 99.1

 September 20, 2023

FOR IMMEDIATE RELEASE

Investor Contact:  Mark Warren [phone]

Media Contact:  Janet Kavinoky [phone]

VULCAN MATERIALS COMPANY ANNOUNCES

SENIOR LEADERSHIP CHANGES

Birmingham, Alabama – September 20, 2023 – Vulcan Materials Company (NYSE: VMC), the nation's largest producer of construction aggregates, today announced the following leadership changes, effective immediately.

Thompson S. (Tom) Baker II (65), previously Vulcan’s Chief Operating Officer, has been appointed to the position of President. In this role, Mr. Baker will continue to lead enterprise-wide strategic initiatives and support and advise the Company’s Senior Leadership Team. Mr. Baker will continue to report to Tom Hill, Chairman and CEO.

 

“Tom has a deep understanding of the construction materials industry. Vulcan—and particularly our talented management team—will continue to benefit from his valuable expertise and thoughtful leadership in his role as President,” said Mr. Hill.

 

Ronnie A. Pruitt (53), previously Senior Vice President of Vulcan's Southwest and Western Divisions, has been promoted to the position of Chief Operating Officer (COO).  In his new role, Mr. Pruitt will be responsible for driving profitability in all product lines, continuous improvement through the Vulcan Way of Selling and Vulcan Way of Operating, and continued growth and expansion for the Company. Mr. Pruitt will report to Mr. Hill.

 

“Ronnie’s promotion to COO positions us well for continued execution of our two-pronged strategy, enhancing our core and expanding our reach. His industry experience and accomplishments will be integral in driving continued execution of our strategic objectives.”

 

“Succession planning is an important and ongoing focus of our Board of Directors," said Mr. Hill. “We have a senior team with exceptional leadership skills and extensive experience both within the industry and at the Company. This team remains committed to excellence and further enhancing shareholder value.”

 

About Vulcan Materials Company

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

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Document and Entity Information	Sep. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 20, 2023
Entity File Number	001-33841
Entity Registrant Name	VULCAN MATERIALS COMPANY
Entity Central Index Key	0001396009
Entity Incorporation, State or Country Code	NJ
Entity Tax Identification Number	20-8579133
Entity Address, Address Line One	1200 Urban Center Drive
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35242
City Area Code	205
Local Phone Number	298-3000
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	VMC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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