Vulcan Materials Company Announces 2024 Annual Meeting of Shareholders

Ticker: VMC · Form: DEF 14A · Filed: Mar 25, 2024 · CIK: 1396009

Vulcan Materials Co DEF 14A Filing Summary
FieldDetail
CompanyVulcan Materials Co (VMC)
Form TypeDEF 14A
Filed DateMar 25, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$933 m, $2.011 billion, $1.734 b, $9, $11
Sentimentbullish

Sentiment: bullish

Topics: Vulcan Materials, Annual Meeting, Shareholders, Aggregates Pricing, Portfolio Optimization

TL;DR

<b>Vulcan Materials Company invites shareholders to its 2024 Annual Meeting on May 10, 2024, highlighting strategic growth and a 16% increase in aggregates pricing in 2023.</b>

AI Summary

Vulcan Materials CO (VMC) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Vulcan Materials Company will hold its 2024 Annual Meeting of Shareholders virtually on May 10, 2024. The company's strategy focuses on 'enhancing our core and expanding our reach' to build communities. In 2023, Vulcan Materials achieved a 16% increase in freight-adjusted aggregates pricing. The company operates 397 active aggregates facilities with 15.6 billion tons of reserves. Vulcan Materials divested its Texas ready-mixed concrete assets in 2023 to optimize its portfolio.

Why It Matters

For investors and stakeholders tracking Vulcan Materials CO, this filing contains several important signals. The annual meeting is a key event for shareholders to receive updates on company performance and strategic direction. The company's focus on aggregates pricing and portfolio optimization indicates a strategy aimed at increasing profitability and shareholder value.

Risk Assessment

Risk Level: low — Vulcan Materials CO shows low risk based on this filing. The filing is a routine DEF 14A proxy statement, indicating standard corporate governance and shareholder communication rather than new material risks.

Analyst Insight

Shareholders should review the proxy statement for details on voting matters, executive compensation, and the company's strategic outlook for 2024.

Key Numbers

  • 2024-05-10 — Annual Meeting Date (2024 Annual Meeting of Shareholders)
  • 16% — Aggregates Pricing Growth (Freight-adjusted aggregates pricing increase in 2023)
  • 397 — Active Aggregates Facilities (Number of facilities operated)
  • 15.6 billion tons — Aggregates Reserves (Total reserves)

Key Players & Entities

  • Vulcan Materials Company (company) — Registrant name
  • May 10, 2024 (date) — Date of Annual Meeting
  • 2023 (date) — Year for pricing increase
  • 16% (percentage) — Increase in freight-adjusted aggregates pricing
  • 397 (number) — Number of active aggregates facilities
  • 15.6 billion tons (quantity) — Reserves of aggregates

FAQ

When did Vulcan Materials CO file this DEF 14A?

Vulcan Materials CO filed this Proxy Statement (DEF 14A) with the SEC on March 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Vulcan Materials CO (VMC).

Where can I read the original DEF 14A filing from Vulcan Materials CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Vulcan Materials CO.

What are the key takeaways from Vulcan Materials CO's DEF 14A?

Vulcan Materials CO filed this DEF 14A on March 25, 2024. Key takeaways: Vulcan Materials Company will hold its 2024 Annual Meeting of Shareholders virtually on May 10, 2024.. The company's strategy focuses on 'enhancing our core and expanding our reach' to build communities.. In 2023, Vulcan Materials achieved a 16% increase in freight-adjusted aggregates pricing..

Is Vulcan Materials CO a risky investment based on this filing?

Based on this DEF 14A, Vulcan Materials CO presents a relatively low-risk profile. The filing is a routine DEF 14A proxy statement, indicating standard corporate governance and shareholder communication rather than new material risks.

What should investors do after reading Vulcan Materials CO's DEF 14A?

Shareholders should review the proxy statement for details on voting matters, executive compensation, and the company's strategic outlook for 2024. The overall sentiment from this filing is bullish.

How does Vulcan Materials CO compare to its industry peers?

Vulcan Materials Company operates in the mining and quarrying of nonmetallic minerals sector, primarily focusing on aggregates essential for construction and infrastructure development.

Are there regulatory concerns for Vulcan Materials CO?

The filing is a Definitive Proxy Statement (DEF 14A) filed under the Securities Exchange Act of 1934, governing shareholder communications and corporate governance.

Industry Context

Vulcan Materials Company operates in the mining and quarrying of nonmetallic minerals sector, primarily focusing on aggregates essential for construction and infrastructure development.

Regulatory Implications

The filing is a Definitive Proxy Statement (DEF 14A) filed under the Securities Exchange Act of 1934, governing shareholder communications and corporate governance.

What Investors Should Do

  1. Review the proxy statement for proposals to be voted on at the annual meeting.
  2. Examine executive compensation details and any related proposals.
  3. Assess the company's strategic initiatives and financial performance highlights presented.

Key Dates

  • 2024-05-10: 2024 Annual Meeting of Shareholders — Key date for shareholder engagement and voting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual proxy statement and does not represent a change from previous filings in terms of document type.

Filing Stats: 4,442 words · 18 min read · ~15 pages · Grade level 13.7 · Accepted 2024-03-25 16:02:39

Key Financial Figures

  • $933 m — net earnings attributable to Vulcan of $933 million, a 62% increase over the prior ye
  • $2.011 billion — a 62% increase over the prior year, and $2.011 billion in Adjusted EBITDA*, a 24% increase fro
  • $1.734 b — ggregates gross profit increased 23% to $1.734 billion, and aggregates cash gross profit
  • $9 — gross profit per ton* increased 21% to $9.46, a sizable step towards achieving ou
  • $11 — 6, a sizable step towards achieving our $11-12 aggregates cash gross profit per ton
  • $2 billion — we set a long-term target to cross the $2 billion mark in Adjusted EBITDA and reach aggre
  • $933 million — net earnings attributable to Vulcan of $933 million and Adjusted EBITDA* of $2.011 billion
  • $428 million — estment grade credit rating. Returned $428 million to shareholders, $228 million through d
  • $228 million — Returned $428 million to shareholders, $228 million through dividends and $200 million thro
  • $200 million — ers, $228 million through dividends and $200 million through share repurchases. Reduced To

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 32

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 32

Security Ownership of Management

Security Ownership of Management 33 Equity Compensation Plans 34 Compensation Discussion and Analysis 35 Introduction 35

Executive Compensation Philosophy

Executive Compensation Philosophy 37 Elements of Compensation 42 Compensation Decision Approach 48 Stock Ownership Guidelines 50 Risk, Accounting and Tax Considerations 50 Compensation Committee Report 52

Executive Compensation

Executive Compensation 53 Summary Compensation Table 53 Grants of Plan-Based Awards 55 Outstanding Equity Awards at Fiscal Year-End 56 TABLE OF CONTENTS Table of Contents Deferred Compensation Plan 57 Option Exercises and Stock Vested 58 Retirement Benefits 59 Payments Upon Termination or Change of Control 60 CEO Pay Ratio 65 Pay Versus Performance 67 Director Compensation 71 Director Summary Compensation Table 72 Annual Meeting and Voting Information 73 General Information 79 Shareholder Proposals and Nominations for 2025 79

Forward-Looking Statements

Forward-Looking Statements 80 ANNEX A: Reconciliation of Non-GAAP Financial Measures 81 TABLE OF CONTENTS Proxy Summary 2023 PERFORMANCE HIGHLIGHTS We achieved a number of significant milestones during the course of 2023. In 2019, we set a long-term target to cross the $2 billion mark in Adjusted EBITDA and reach aggregates cash gross profit per ton of $9—in 2023, we exceeded both of these goals, thanks to the continuing dedication of our employees, and the leadership of our executive officers and our Board of Directors. Durable Growth: The Vulcan Way Achieved net earnings attributable to Vulcan of $933 million and Adjusted EBITDA* of $2.011 billion , an increase of 24% over the prior year, by executing on the Vulcan Way of Selling and the Vulcan Way of Operating. Delivered year-over-year gains in aggregates unit profitability throughout each quarter in 2023 , with industry-leading aggregates unit cash gross profit* up 21%. Over the last five years, we have improved our trailing-twelve-month aggregates unit cash gross profit* in 19 of 20 quarters. Six consecutive years of unit profitability improvement during a continuously shifting macro-economic backdrop demonstrates the durability of our uniquely positioned, aggregates-led business. Enhance Our Core, Expand Our Reach Received three unsolicited recognitions in 2023 based on our performance related to our people, their safety and health, environmental stewardship and community relations: U.S. News and World Report Best Companies to Work For (2023), The American Opportunity Index, and the 2024 Newsweek/Statista America's Most Responsible Companies. Optimized our asset portfolio by divesting of our Texas ready-mixed concrete business, generating additional capital to redeploy into our aggregates-led business model. Executed Our Capital Strategy Maintained excellent liquidity, reinvested in our core operations, employed disciplined capital management, and maintained our investment grade cred

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