Vulcan Materials Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of five nominees (Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, George A. Willis) to three-year terms expiring in 2029.

2. 2

   Advisory Vote on Compensation of Our Named Executive Officers (Say on Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as detailed in the proxy statement. Management seeks this annual endorsement to gauge investor sentiment and to inform future compensation decisions; the company notes prior strong shareholder support (over 96% in 2025) and that the Compensation & Human Capital Committee will consider the vote outcome. The proposal is standard Say-on-Pay practice under Section 14A of the Exchange Act, used to validate pay practices and maintain shareholder engagement. The board recommends a vote FOR, asserting that the program aligns pay with performance, ties significant compensation to long-term incentives (PSUs, RSUs, SOSARs), links short-term bonuses to EBITDA EP and safety metrics, and reflects robust governance practices (clawback policy, stock ownership guidelines, double-trigger change-of-control agreements). The committee also highlights its use of an independent compensation consultant and shareholder outreach in designing the program. A sophisticated analyst should note that while advisory, repeated high support can insulate management from activist pressure, and the program’s use of relative TSR and internal operational metrics may meaningfully align incentives but may also expose pay to market volatility; the committee’s decision to retain certain aircraft personal use and certain perquisites are disclosed and may attract scrutiny despite majority support. The company’s strong 2025 financial performance, CEO transition and retention arrangements provide important context for shareholder evaluation.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026.

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When is the Vulcan Materials Co 2026 annual meeting?

Vulcan Materials Co (VMC) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Vulcan Materials Co 2026 meeting?

The record date for the Vulcan Materials Co 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vulcan Materials Co's 2026 meeting?

The board is presenting 5 director nominees at the Vulcan Materials Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vulcan Materials Co 2026 meeting?

Shareholders will vote on 3 proposals at the Vulcan Materials Co 2026 meeting, each tagged with who proposed it and the board's recommendation.