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EX-99.1 - EX-99.1 - Vulcan Materials COd472477dex991.htm





Washington, DC 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2017




(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 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))

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 October 13, 2017, Kathleen L. Quirk was elected to the Board of Directors (the “Board”) of Vulcan Materials Company (the “Company”). Ms. Quirk currently serves as Executive Vice President, Chief Financial Officer and Treasurer of Freeport-McMoRan Inc. (“FCX”), and has over twenty-five years of experience in the FCX organization.

Ms. Quirk has been appointed to the Board’s Audit Committee and its Finance Committee. She will receive the directors fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its 2017 Annual Meeting of Shareholders. She will stand for re-election at the Company’s 2018 Annual Meeting of Shareholders. There are no arrangements or understandings between Ms. Quirk and any other persons pursuant to which she was selected as a director. Ms. Quirk 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 Ms. Quirk 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.



99.1    Press release dated October 16, 2017.



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: October 16, 2017     By:   /s/ Jerry F. Perkins Jr.
      Name:   Jerry F. Perkins Jr.
      Title:   General Counsel and Secretary