Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Election of
David P. Steiner to Board of Directors
On
February 10, 2017, David P. Steiner was elected to the board of directors (the “Board”) of Vulcan Materials Company
(the “Company”).
Mr. Steiner most recently
served as Chief Executive Officer of Waste Management, Inc. (“WMI”) from
March
2004
to November 2016 and as a member of the board of directors of WMI from
March
2004 to January
2017. Mr. Steiner has served on the board of directors of FedEx Corporation since
September
2009
and previously served on the board of directors of TE Connectivity Ltd. (formerly Tyco Electronics Corporation) from
June
2007 to March 2016.
Mr. Steiner has been
appointed to the Board’s Safety, Health and Environmental Affairs Committee and its Governance Committee. He will stand for
re-election at the Company’s 2017 Annual Meeting of Shareholders (the “Annual Meeting”).
Mr. Steiner will receive
the directors fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its
2016 Annual Meeting of Shareholders.
There are no
arrangements or understandings between Mr. Steiner and any other person or persons pursuant to which he was selected as a
director. During the year ended December 31, 2016, WMI purchased approximately $1,162,000 worth of product from the Company,
and the Company purchased approximately $1,012,000 worth of services from WMI, each of which is less than 1% of either
company’s revenue for the year ended December 31, 2016. At times during the year ended December 31, 2016, Mr. Steiner
served as President, Chief Executive Officer and as a member of the board of directors of WMI, and owns less than 1% of the
outstanding common stock of WMI.
A copy of the Company’s
press release announcing the election of Mr. Steiner to the Board is attached hereto as Exhibit 99.1, and is incorporated herein
by reference.
Elaine L. Chao resigns from Board of
Directors after being confirmed as U.S. Secretary of Transportation
The Company previously
disclosed on Form 8-K that Elaine L. Chao notified the Company that she would resign from the Board effective if and when she was
confirmed as Secretary of the United States Department of Transportation. Secretary Chao was confirmed by the United States Senate
on January 31, 2017, and she resigned from the Board effective as of that date.
Douglas J. McGregor and Vincent J. Trosino
will not stand for re-election at Annual Meeting in accordance with Director Retirement Policy
On February 10, 2017,
each of Douglas J. McGregor and Vincent J. Trosino, who were elected for one-year terms expiring at the Annual Meeting, notified
the Company that, in accordance with the Company’s director retirement policy in its Bylaws and Corporate Governance Guidelines,
he will be retiring as a director of the Company and will not stand for re-election to the Board at the Annual Meeting. Each of
Mr. McGregor and Mr. Trosino will continue to serve as a director and in his committee roles until the Annual Meeting.