UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

 

Filed by the Registrant x

Filed by a party other than the Registrant ¨

 

Check the appropriate box:

 

_ Preliminary Proxy Statement

_ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

_ Definitive Proxy Statement

_ Definitive Additional Materials

x Soliciting Material Pursuant to §240.14a-12

 

VULCAN MATERIALS COMPANY

(Name of Registrant as Specified In Its Charter)

 

N/A

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

_ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1) Title of each class of securities to which transaction applies:

 

 

(2) Aggregate number of securities to which transaction applies:

 

 

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

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_ Fee paid previously with preliminary materials.

 

_ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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(4) Date Filed:

 

 
 

  

 

 

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): March 12, 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:

 

£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))

 

 

 

 
 

 

Item 5.02Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

As previously disclosed in Vulcan Materials Company’s (“Vulcan”) proxy statement filed in connection with its 2011 annual meeting of shareholders and consistent with Vulcan’s director retirement policy, Philip Carroll, Jr. will be retiring immediately prior to Vulcan’s 2012 annual meeting. On March 12, 2012, Mr. Carroll submitted a letter of resignation to the Vulcan board of directors in accordance with the foregoing. Mr. Carroll’s retirement will be effective immediately prior to the commencement of Vulcan’s 2012 annual meeting of shareholders. Mr. Carroll’s anticipated retirement due to reaching Vulcan’s retirement age was previously planned and disclosed and is not due to any disagreement with Vulcan.

 

Pursuant to a resolution adopted by the Vulcan board of directors and consistent with prior practice, upon the effectiveness of Mr. Carroll’s resignation from the board, the size of the Vulcan board of directors will be reduced from eleven to ten immediately prior to Vulcan’s 2012 annual meeting. Accordingly, there will be four seats on the Vulcan board of directors up for election at the 2012 annual meeting of shareholders.

 

 
 

 

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: March 15, 2012 By:  /s/ Robert A. Wason IV
    Name: Robert A. Wason IV
Title: Senior Vice President & General Counsel