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VMC > SEC Filings for VMC > Form 8-K on 13-May-2013All Recent SEC Filings

Show all filings for VULCAN MATERIALS CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VULCAN MATERIALS CO


13-May-2013

Submission of Matters to a Vote of Security Holders


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 10, 2013, in Birmingham, Alabama. There were 129,934,115 shares of common stock of the Company eligible to be voted at the Annual Meeting and 119,521,007 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) Proposal 1: Election of Directors.

Each of the individuals named below was elected to a three-year term:

Director For Against Abstentions Douglas J. McGregor 106,808,770 3,444,584 441,990 Lee J. Styslinger, III 109,377,869 838,939 448,535 Vincent J. Trosino 107,210,599 3,040,485 414,259

(2) Proposal 2: Advisory vote on executive compensation (Say on Pay).

The non-binding proposal on executive compensation was approved with the following vote:

For Against Abstentions 89,538,513 20,198,976 927,854

(3) Proposal 3: Ratification of the appointment of the firm of Deloitte & Touche LLP as independent registered public accountants for the year 2013.

This proposal was ratified with voting on the proposal as follows:

For Against Abstentions 117,414,633 1,694,560 411,813

(4) Proposal 4: Approval of amendments to the Certificate of Incorporation to Eliminate Supermajority Voting Provisions.

Not having received more than 80% of the vote of the outstanding shares, this proposal was not approved, with voting as follows:

For Against Abstentions 90,921,645 19,449,158 294,333

(5) Proposal 5: Approval of Amendment of the Certificate of Incorporation to Declassify the Board of Directors.

Not having received more than 80% of the vote of the outstanding shares, this proposal was not approved, with voting as follows:

For Against Abstentions 90,952,743 19,431,179 281,215

(6) Proposal 6: Advisory shareholder proposal regarding an Independent Chair of the Board of Directors.

The voting on this proposal, which did not receive the requisite majority of votes cast, was as follows:

For Against Abstentions 34,369,687 75,916,236 379,419

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