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):  May 14, 2010
 
 
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
New Jersey
___________________________
(State or other jurisdiction
of incorporation)
 
001-33841
_____________________________
(Commission File Number)
 
 
20-8579133
___________________________
(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:
 
<
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 5.07   Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of Vulcan Materials Company (the “Company”) was held on May 14, 2010, in Birmingham, Alabama.  There were 127,689,522 shares of common stock of the Company eligible to be voted at the Annual Meeting and 110,396,207 shares represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.  The following matters were submitted to a vote of shareholders at the Annual Meeting.

(1)           Election of Directors:

Director
For
Withheld
Broker Non-Votes
Douglas J. McGregor
89,602,775
8,068,777
12,727,181
Vincent J. Trosino
90,319,565
7,351,987
12,727,181
Philip J. Carroll, Jr.
66,462,335
31,209,217
12,727,181
James V. Napier
76,555,286
21,116,266
12,727,181


(2)           Ratification of the appointment of Deloitte & Touche LLP as independent auditors for 2010.

For
Against
Abstentions
109,439,235
864,216
95,280


(3)           Shareholder majority vote proposal.

For
Against
Abstentions
Broker Non-Votes
38,326,171
59,008,678
336,704
12,727,178

 
 
 

 
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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:  May 17, 2010  
By:
/s/ Robert A. Wason IV  
    Robert A. Wason IV  
       
       
 
 
 
 
 
 
 
 
 
 
 
 
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