Vulcan Materials CO
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 24, 2026
VMC$282.72-1.0%Stored close · as of Nov 6, 2026
Contents
Cover page
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| ☑ | Filed by the Registrant | ☐ | 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 |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
VULCAN MATERIALS COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of filing fee (Check all boxes that apply): | |
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Fellow Shareholders,
| On behalf of the Vulcan Materials Company board of directors, in my role as independent lead director, thank you for entrusting us to oversee 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 managed. More than ten years ago, the company memorialized The Vulcan Way—doing the right thing, the right way, at the right time. This philosophy continues to guide the business and deliver sustainable value to you, our shareholders, as well as our employees, customers and communities. Vulcan delivered another year of strong earnings growth and margin expansion in 2025, demonstrating the durability of its business, strength of the management team, and Vulcan’s outstanding people across the enterprise. The continued emphasis on commercial and operational execution led to an 18% improvement in net earnings attributable to Vulcan, a 13% improvement in Adjusted EBITDA* and a 29% increase in operating cash flow. Vulcan’s aggregates segment gross profit increased 8%, and Vulcan continues to expand its industry-leading aggregates cash gross profit per ton*, which reached $11.33 last year. These results allow the company to maintain a proactive approach to capital stewardship by reinvesting in core operations while also returning nearly $700 million to shareholders through dividends and share repurchases in 2025. The Board oversaw a successful executive leadership transition, with Ronnie Pruitt succeeding Tom Hill as CEO effective January 1, 2026. A veteran of the building materials industry with over three decades of experience, Ronnie has a proven track record of driving commercial excellence and strengthening operational performance. Under Ronnie’s leadership and with the Board’s continued guidance and oversight, Vulcan will maintain its strategic direction as an aggregates-led business and continue winning the future in aggregates. Your Board remains deeply committed to independent leadership and robust risk oversight. We have continued to guide management on the implementation of Vulcan’s strategy, ensuring that potential risks are addressed with vigilance and transparency. But the important work of the Board to examine plans, advise on strategy, and assess future opportunities and challenges is never finished. We remain ever vigilant in overseeing your company.As your independent lead director, I firmly believe that good governance depends on transparency, candor, and open lines of communication conducted in an environment of trust and respect. Ongoing engagement with our shareholders is critically important to ensuring that Vulcan remains aligned with your interests. Your questions, ideas and feedback make us a stronger company. We look forward to continuing our conversations with you and hearing your feedback and insight regarding the company. YOUR VOTE IS IMPORTANTOn or about March 24, 2026, 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 2025 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 2025 Annual Report to Shareholders, which we also began mailing on or about March 24, 2026. 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 2025 Annual Report to Shareholders are available at www.proxyvote.com. | Under Ronnie’s leadership and with the Board’s continued guidance and oversight, Vulcan will maintain its strategic direction as an aggregates-led business and continue winning the future in aggregates. |
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| i | 2026 Proxy Statement |
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 at www.virtualshareholdermeeting.com/VMC2026 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.
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
March 24, 2026
*Adjusted EBITDA and aggregates cash gross profit per ton are non-GAAP financial measures. We provide a reconciliation of each of these measures to the most directly comparable GAAP financial measures in Annex A to this proxy statement.
| 2026 Proxy Statement | ii |
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Notice of Annual Meeting
| Only shareholders of record as of the close of business on March 13, 2026 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. · NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders of Vulcan Materials Company will be held virtually via the internet, on Friday, May 8, 2026, at 9:00 a.m., Central Daylight Time. | ||||
|---|---|---|---|---|
| Proposal · Board Vote Recommendation · Page Reference | ||||
| 1. | Election of Directors | FOR each nominee | 5 | |
| 2. | Advisory Vote on Compensation of our Named Executive Officers (Say On Pay) | FOR | 20 | |
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 21 | |
| Shareholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location via the internet. 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. | MEETING INFORMATIONDate & TimeFriday, May 8, 2026 at 9:00 a.m., Central Daylight TimeAccess*The Annual Meeting can be accessed virtually at: www.virtualshareholdermeeting.com/VMC2026Record Date March 13, 2026 * We have determined that the Annual Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. | |||
| HOW TO VOTE | ||||
| Online | By Phone | By Mail | ||
| Vote online at www.proxyvote.com. | Vote by phone by calling the number located on your proxy card. | If you received a printed version of these proxy materials, you may vote by mail. | ||
| iii | 2026 Proxy Statement |
Table of Contents
| Proxy Summary | 1 |
|---|---|
| Proposal 1. Election of Directors | 5 |
| Proposal 2. Advisory Vote on Compensation of Our Named Executive Officers (Say on Pay) | 20 |
| Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm | 21 |
| Corporate Governance | 22 |
| Policies | 22 |
| Shareholder Engagement | 22 |
| Director Independence | 22 |
| Director Nomination Process | 23 |
| Board Leadership Structure | 24 |
| Non-Management Executive Sessions | 25 |
| Meetings and Attendance | 25 |
| Committees of the Board of Directors | 25 |
| Enterprise Risk Management | 29 |
| Compensation & Human Capital Committee Interlocks and Insider Participation | 30 |
| Transactions with Related Persons | 30 |
| Policy Against Hedging and Pledging Securities | 31 |
| Shareholder Communication with Our Board of Directors | 31 |
| Policy on Reporting of Concerns Regarding Accounting Matters | 31 |
| Report of the Audit Committee | 32 |
| Independent Registered Public Accounting Firm | 33 |
| Fees Paid to Independent Registered Public Accounting Firm | 33 |
| Pre-Approval of Services Performed by Independent Registered Public Accounting Firm | 33 |
| Security Ownership of Certain Beneficial Owners and Management | 34 |
| Security Ownership of Certain Beneficial Owners | 34 |
| Security Ownership of Management | 35 |
| Equity Compensation Plans | 37 |
| 2026 Proxy Statement | iv |
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| Compensation Discussion and Analysis | 38 |
|---|---|
| Executive Summary | 38 |
| Executive Compensation Philosophy | 40 |
| Elements of Compensation | 45 |
| Compensation Decision Approach | 52 |
| Stock Ownership Guidelines | 53 |
| Risk, Accounting and Tax Considerations | 54 |
| Compensation & Human Capital Committee Report | 55 |
| Executive Compensation | 56 |
| Summary Compensation Table | 56 |
| Grants of Plan-Based Awards | 58 |
| Outstanding Equity Awards at Fiscal Year-End | 59 |
| Deferred Compensation Plan | 61 |
| Option Exercises and Stock Vested | 62 |
| Retirement Benefits | 62 |
| Payments Upon Termination or Change of Control | 64 |
| CEO Pay Ratio | 71 |
| Pay Versus Performance | 72 |
| Policies and Practices Related to the Grant of Certain Equity Awards | 76 |
| Director Compensation | 78 |
| Director Summary Compensation Table | 79 |
| Annual Meeting and Voting Information | 81 |
| General Information | 87 |
| Delinquent Section 16(a) Reports | 87 |
| Shareholder Proposals and Nominations for 2027 | 87 |
| Forward-Looking Statements | 88 |
| ANNEX A: Reconciliation of Non-GAAP Financial Measures | A-1 |
| v | 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.