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VMC > SEC Filings for VMC > Form 8-K on 9-May-2014All Recent SEC Filings

Show all filings for VULCAN MATERIALS CO



Change in Directors or Principal Officers, Submission of Matters to a Vote of

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

On May 9, 2014, the Company announced that the Board of Directors plans to elect a Chief Executive Officer in 2014 to succeed Donald M. James, 65, in that position.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2014 Annual Meeting of Shareholders (the "Annual Meeting") of the Company was held on May 9, 2014, in Birmingham, Alabama. There were 130,708,637 shares of common stock eligible to be voted at the Annual Meeting and 117,254,518 shares represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. The following matters, which are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2014, were voted upon and approved by the Company's 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 Non-Votes
O.B. Grayson Hall, Jr.   105,483,249 2,660,521   654,674   8,456,074
Donald M. James          103,778,519 4,020,570   999,355   8,456,074
James T. Prokopanko      105,862,822 2,273,046   662,576   8,456,074

Kathleen Wilson-Thompson 106,799,531 1,344,143 654,770 8,456,074

(2) Proposal 2: Advisory Vote on Executive Compensation (Say on Pay).

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

Broker For Against Abstentions Non-Votes 104,803,471 2,954,286 1,040,687 8,456,074

(3) Proposal 3: Approval of the Executive Incentive Plan.

This proposal was approved with the following vote:

Broker For Against Abstentions Non-Votes 104,933,901 3,042,219 822,324 8,456,074

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(4) Proposal 4: Ratification of appointment of independent registered public accounting firm.

This proposal was ratified with the following vote:

For Against Abstentions Non-Votes 115,588,728 913,178 752,612

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