Vulcan Materials Files DEF 14A Proxy for 2025 Period

Def 14a - Vulcan Materials Co (0001396009) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Vulcan Materials Co (0001396009) (Filer)
Filed DateMar 24, 2026
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$11.33, $700 million
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: proxy-statement, corporate-governance, shareholder-meeting

TL;DR

**Vulcan Materials just dropped its proxy statement, get ready to vote on company leadership and pay!**

AI Summary

Vulcan Materials Co. filed a DEF 14A proxy statement on March 24, 2026, for the period ending December 31, 2025. This filing, identified by SEC Accession No. 0001628280-26-020812, is a crucial document that outlines proposals for shareholder votes, such as electing directors or approving executive compensation. For investors, understanding these proposals is vital because they directly impact the company's governance, strategic direction, and executive incentives, which can influence long-term stock performance and shareholder value.

Why It Matters

This filing is important because it details the agenda for Vulcan Materials' upcoming shareholder meeting, allowing investors to understand and vote on key corporate governance issues that affect the company's future.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard regulatory disclosure and does not inherently present a direct financial risk, but rather provides information for shareholders.

Analyst Insight

Investors should review the full DEF 14A document to understand the specific proposals, such as director elections or executive compensation, and prepare to cast their votes at the upcoming shareholder meeting.

Key Numbers

  • 1981995 — Size of the main DEF 14A document (Indicates the detailed nature of the proxy statement, suggesting comprehensive information for shareholders.)
  • 68 — Number of documents in the filing (Shows the extensive nature of the filing, including various graphic exhibits alongside the main proxy statement.)

Key Players & Entities

  • Vulcan Materials CO (company) — the filer of the DEF 14A statement
  • 0001396009 (company) — Vulcan Materials CO's CIK number
  • 0001628280-26-020812 (dollar_amount) — the SEC Accession No. for this specific filing
  • 2026-03-24 (date) — the filing date and acceptance date of the DEF 14A
  • 2025-12-31 (date) — the period of report for the DEF 14A

Forward-Looking Statements

  • Vulcan Materials will hold its annual shareholder meeting shortly after the filing date, likely in late April or May 2026, to address the proposals outlined in this DEF 14A. (Vulcan Materials CO) — high confidence, target: 2026-05-31

FAQ

What type of SEC filing is this document?

This document is a DEF 14A, which stands for 'Other definitive proxy statements,' as indicated by the 'Form DEF 14A' and 'Description Document Type iXBRL DEF 14A' in the filing details.

When was this DEF 14A filing submitted and accepted by the SEC?

The filing was submitted and accepted on the same date, March 24, 2026, as stated by 'Filing Date 2026-03-24' and 'Accepted 2026-03-24 16:19:06'.

What is the period of report covered by this DEF 14A filing?

The period of report for this DEF 14A filing is December 31, 2025, as specified by 'Period of Report 2025-12-31'.

How many individual documents are included in this specific SEC filing?

There are 68 individual documents included in this filing, as indicated by 'Documents 68' in the filing details.

What is the SEC Accession Number for this filing?

The SEC Accession Number for this filing is 0001628280-26-020812, as clearly stated under 'SEC Accession No. 0001628280-26-020812'.

Filing Stats: 4,426 words · 18 min read · ~15 pages · Grade level 13.4 · Accepted 2026-03-24 16:19:06

Key Financial Figures

  • $11.33 — sh gross profit per ton*, which reached $11.33 last year. These results allow the comp
  • $700 million — operations while also returning nearly $700 million to shareholders through dividends and s

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 34

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 34

Security Ownership of Management

Security Ownership of Management 35 Equity Compensation Plans 37 2026 Proxy Statement iv Compensation Discussion and Analysis 38 Executive Summary 38

Executive Compensation Philosophy

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

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 202 7 87

Forward-Looking Statements

Forward-Looking Statements 88 ANNEX A: Reconciliation of Non-GAAP Financial Measures A-1 v 2026 Proxy Statement Proxy Summary For the 2026 Annual Meeting of Shareholders 2025 PERFORMANCE HIGHLIGHTS In 2025, Vulcan Materials Company continued to demonstrate the strength and resiliency of our aggregates-led business model. Despite evolving macroeconomic conditions and another year of muted demand, our focus on commercial and operational excellence–underpinned by The Vulcan Way–delivered record financial results, significant margin expansion, and robust cash flow. Adjusted EBITDA* for the full year improved 13% over the prior year, and margin expanded 160 basis points. Total Revenue ($ in millions) Net Earnings Attributable to Vulcan ($ in millions) Adjusted EBITDA* ($ in millions) We executed on our two-pronged, durable growth strategy in 2025—enhancing our core and expanding our reach, achieving aggregates cash gross profit per ton* of $11.33 for the year, another important milestone. The continuing dedication of our people, and the leadership of our executive officers and our Board of Directors, have resulted in nearly a decade of year-over-year improvements in aggregates cash gross profit per ton*. Aggregates Cash Gross Profit per Ton* We continued to optimize our footprint and portfolio through both strategic greenfield projects and the divestiture of non-core assets. As a result of our robust cash flow generation and disciplined and consistent approach to capital allocation, we are poised to further expand our reach through both organic and inorganic growth. * Adjusted EBITDA, aggregates cash gross profit per ton, and Adjusted EBITDA margin are non-GAAP financial measures. We provide a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in Annex A to this proxy statement. 1 2026 Proxy Statement Proxy Summary BOARD INFORMATION Name Age Committees Director Since Nominees

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