01—Abstract
Summary
Summary of the 8-K filed May 12, 2025. Cited figures are marked; the original filing is the authoritative source.
Vulcan Materials Company (VMC) filed this Form 8-K to report the results of its annual meeting of shareholders held on May 9, 2025.
Shareholders approved the company's 2025 Omnibus Long-Term Incentive Plan, which the Board had previously approved subject to shareholder approval. The plan is filed as Exhibit 10.1 and is incorporated by reference from the Form S-8 (File No. 333-287131) filed the same day. A summary of the plan's material terms appears in the Proxy Statement filed March 24, 2025.
Of the 132,101,184 shares eligible to vote, 120,320,196 were represented in person or by proxy, which constituted a quorum. All four proposals were approved. Lydia H.
Kennard, Kathleen L. Quirk, David P. Steiner, and Lee J.
Styslinger, III were each elected to three-year terms expiring in 2028. Shareholders also approved the advisory say-on-pay vote on named executive officer compensation and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025.
The filing is largely procedural, reporting shareholder votes and the adoption of a new equity incentive plan. The votes for the director nominees and the incentive plan were substantial, though the plan received 3,749,958 votes against and the Steiner election drew 13,925,277 votes against.
02—Key points
Key Highlights
- Shareholders approved the 2025 Omnibus Long-Term Incentive Plan at the May 9, 2025 annual meeting, with 110,015,449 votes for and 3,749,958 against.
- Four directors were elected to three-year terms expiring in 2028: Lydia H. Kennard, Kathleen L. Quirk, David P. Steiner, and Lee J. Styslinger, III.
- David P. Steiner received the most votes against among the director nominees, with 13,925,277 votes against, compared with 1,650,560 for Lydia H. Kennard.
- The say-on-pay advisory vote on named executive officer compensation was approved, with 109,024,421 votes for and 4,715,929 against.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2025, with 115,706,734 votes for and 4,563,321 against.
- A quorum was present, with 120,320,196 of 132,101,184 eligible shares represented in person or by proxy.
03—Questions
Frequently Asked Questions
What did shareholders approve at the May 9, 2025 annual meeting?
Shareholders approved the 2025 Omnibus Long-Term Incentive Plan, elected four directors to terms expiring in 2028, approved the advisory say-on-pay vote, and ratified Deloitte & Touche LLP as the independent auditor for 2025.
What are the key terms of the new incentive plan?
The filing refers to the Proxy Statement filed March 24, 2025, for a summary of the plan's material terms. The full plan text is filed as Exhibit 10.1, incorporated by reference from the Form S-8 filed May 9, 2025.
Who were the directors elected at the meeting?
Lydia H. Kennard, Kathleen L. Quirk, David P. Steiner, and Lee J. Styslinger, III were each elected to three-year terms expiring in 2028.
Did any proposals face notable shareholder opposition?
David P. Steiner received 13,925,277 votes against, the highest opposition among the director nominees. The incentive plan received 3,749,958 votes against and the say-on-pay vote received 4,715,929 votes against.
04—Continue