01—Abstract
Summary
Summary of the 8-K filed May 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Vulcan Materials Company (VMC) filed this Form 8-K on May 11, 2026 to report two items.
First, Thompson S. Baker II, President of the Company, notified the Company that he will retire from that position effective July 15, 2026. Second, the filing reports the results of the Company's annual meeting of shareholders held on May 8, 2026, at which 119,028,883 of 130,462,251 eligible shares were represented, constituting a quorum.
At the annual meeting, shareholders elected all five director nominees to three-year terms expiring in 2029: Melissa H. Anderson, O. B.
Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A.
Willis. Shareholders also approved the advisory say-on-pay vote on named executive officer compensation, with 108,975,317 shares voted for and 3,698,724 against, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 113,884,236 shares voted for and 5,106,545 against.
For investors, the most notable item is the planned retirement of the President, effective July 15, 2026, which is a leadership transition. The shareholder votes show broad support for the board nominees, the executive compensation program, and the auditor appointment, though Mr. Prokopanko received the largest number of votes against among the directors (8,142,333).
02—Key points
Key Highlights
- President Thompson S. Baker II notified the Company on May 11, 2026 that he will retire effective July 15, 2026.
- Annual meeting held May 8, 2026; 119,028,883 of 130,462,251 eligible shares were represented, a quorum.
- All five director nominees were elected to three-year terms expiring in 2029.
- Mr. Prokopanko received 104,648,897 votes for and 8,142,333 votes against, the most opposition among the nominees.
- Say-on-pay advisory vote on named executive officer compensation was approved: 108,975,317 for, 3,698,724 against, 161,927 abstentions.
- Deloitte & Touche LLP was ratified as independent registered public accounting firm for 2026: 113,884,236 for, 5,106,545 against, 38,102 abstentions.
- The definitive proxy statement describing the matters voted on was filed with the SEC on March 24, 2026.
03—Questions
Frequently Asked Questions
Why is Vulcan Materials' President leaving, and when?
The filing states that Thompson S. Baker II notified the Company on May 11, 2026 that he will retire from his position as President, effective July 15, 2026. The filing does not give a reason for the retirement or name a successor.
Did shareholders approve the board's nominees?
Yes. All five nominees (Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A. Willis) were elected to three-year terms expiring in 2029. Each received substantially more votes for than against.
How did shareholders vote on executive pay?
The advisory say-on-pay proposal was approved, with 108,975,317 shares voted for, 3,698,724 against, 161,927 abstentions, and 6,192,915 broker non-votes.
Who is the Company's independent auditor for 2026?
Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026, with 113,884,236 shares voted for, 5,106,545 against, and 38,102 abstentions.
04—Continue