Vulcan Materials CO

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Name of Registrant as Specified in Its Charter)

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

Dear fellow shareholders,

I am pleased to invite you to our 2024 Annual Meeting of Shareholders on Friday, May 10, 2024, at 9:00 a.m., Central Daylight Time, to be held virtually via the internet. During the Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and this proxy statement.

ENHANCE OUR CORE, EXPAND OUR REACH

Our commitment to enhancing our core and expanding our reach continues to position Vulcan at the center of building the communities where we live and operate. In those communities and beyond, our goal is to do the right thing, the right way, at the right time—The Vulcan Way. We are proud that The Vulcan Way continues to deliver value to you, our shareholders, as well as our employees and our customers.

In 2023, our team continued to execute on our strategy—enhancing our core business through the Vulcan Way of Selling and the Vulcan Way of Operating and expanding our reach through disciplined and balanced portfolio management. The Vulcan Way of Selling has allowed us to better serve our customers and enhance our profitability, as evidenced by the 16% increase in freight-adjusted aggregates pricing in 2023.

While our portfolio includes 397 active aggregates facilities with 15.6 billion tons of reserves serving 23 of the top-growth states in the U.S., we still have significant opportunity to expand our reach in both our existing markets and new markets. In 2023, we optimized our asset portfolio consistent with our aggregates-focused business model by divesting of our Texas ready-mixed concrete assets. And, as a result of our extraordinary cash generation and disciplined capital allocation strategy, we have the balance sheet to support future expansion.

Our exceptional results for 2023 prove the soundness of our strategy and the strength of our people who are carrying it out every day. Last year, we delivered net earnings attributable to Vulcan of $933 million, a 62% increase over the prior year, and $2.011 billion in Adjusted EBITDA*, a 24% increase from the prior year. Aggregates gross profit increased 23% to $1.734 billion, and aggregates cash gross profit per ton* increased 21% to $9.46, a sizable step towards achieving our $11-12 aggregates cash gross profit per ton* longer-term goal. Six consecutive years of unit profitability improvement during a continuously shifting macro-economic backdrop demonstrates the durability of our uniquely positioned aggregates-led business.

We are proud that The Vulcan Way continues to deliver value to you, our shareholders, as well as our employees, our customers, and the communities where we live and operate.

Shareholder’s letter

WE WELCOME YOUR VIEWS

We communicate regularly with our shareholders and other key stakeholders throughout the year regarding all aspects of our business, including critical sustainability matters. These communications are of great value to us. Good governance depends on transparency, candor, and open lines of communication conducted in an environment of trust and respect. Your questions, ideas, criticisms, and suggestions make us better and stronger as a company and as leaders at Vulcan.

YOUR VOTE IS IMPORTANT

On or about March 25, 2024, we began mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2023 Annual Report to Shareholders, via the internet. Shareholders who do not receive the Notice of Internet Availability of Proxy Materials will receive a paper copy of the Notice of Annual Meeting, proxy statement, proxy card, and 2023 Annual Report to Shareholders, which we also began mailing on or about March 25, 2024. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. Copies of our Notice of Annual Meeting, proxy statement, proxy card and 2023 Annual Report to Shareholders are available atwww.proxyvote.com.

Whether you own one share or many, your prompt vote is appreciated. It is important that your shares of common stock are represented at the Annual Meeting so that a quorum may be established. Please read the proxy materials carefully and then vote your proxy as soon as possible. You may vote online, by telephone, or by mailing a completed proxy card. Additional information is provided in the proxy materials. If you attend the virtual Annual Meeting, you should follow the instructions atwww.virtualshareholdermeeting.com/VMC2024 to vote during the meeting.

Thank you for your ongoing support and continued interest in Vulcan Materials Company. I look forward to your participation in our Annual Meeting.

Sincerely yours,

J. THOMAS HILL

Chairman and Chief Executive Officer

Dear fellow shareholders,

It is a privilege to continue serving as your independent lead director, and on behalf of the entire Board of Directors, we thank you for trusting us with overseeing your investment in Vulcan. This past year, your Board of Directors continued to guide and oversee the management team on the implementation of Vulcan’s strategy to ensure that potential risks to the business are considered and addressed. Vulcan’s exceptional results in 2023 demonstrate the resiliency of its business, strength of the management team, and Vulcan’s outstanding people across the enterprise. But the important work of the Board to test plans, advise on strategy, and assess future opportunities and challenges is never finished. We remain ever vigilant in overseeing your company.

One of my main priorities as independent lead director is to ensure that the Board is comprised of independent and diverse directors with relevant experience in top management roles across a range of businesses, industries and risks. We take a deliberate approach to Board composition to achieve the right mix in terms of tenure and skills. Our average Board tenure is approximately eight years, and our directors include four women and two members of a minority group. All of our directors bring unique and valuable insights to the Board to help Vulcan succeed. As we oversee Vulcan’s strategy, we understand that we can best do so by actively seeking Board candidates who are diverse in experience, gender, race, and background.

As your independent lead director, I firmly believe that ongoing engagement with shareholders is critically important to ensuring that Vulcan remains aligned with your interests. Your perspectives are valuable to us as we conduct our Board oversight responsibilities. We look forward to continuing our conversations with you and hearing your feedback and insight regarding the company.

I am proud to work closely with my fellow directors and Vulcan’s management team as we continue our work to drive durable shareholder value. On behalf of the entire Board, thank you for your continued support.

Sincerely yours,

O. B. GRAYSON HALL, JR.

Independent Lead Director

Vulcan’s exceptional results in 2023 demonstrate the resiliency of its business, strength of the management team, and Vulcan’s outstanding people across the business.

NOTICE IS HEREBY GIVEN

that the 2024 Annual Meeting of Shareholders of Vulcan Materials Company will be held virtually via the internet, on Friday, May 10, 2024, at 9:00 a.m., Central Daylight Time.

Only shareholders of record as of the close of business on March 15, 2024 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting. Whether or not you plan to attend, we urge you to review these materials carefully and to vote online or by telephone, or, if you have received a paper copy of the proxy card, you may instead choose to vote by mailing your proxy card.

VOTING MATTERS

To participate in the Annual Meeting (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials. If you are not a shareholder or do not have a control number, you may still access the Annual Meeting as a guest, but you will not be able to participate.

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