AGM 2020

May 8, 2020

Welcome to the 2020 Annual Meeting for Vulcan Materials Company. Our host for today's call is Tom Hill, President and Chief Executive Officer. At this time, all participants are in a listen only mode. I'll now turn the call over to your host. Tom Hill, you may begin. Thank you. Good morning, and welcome to the 2020 Annual Meeting of the Shareholders of Vulcan Materials Company. I'm Tom Hill, President and Chief Executive Officer of the company and Chairman of the Board of Directors. On behalf of all of my colleagues at Vulcan and our Board of Directors, thank you for attending our Annual Meeting today. We decided to host our Annual Meeting virtually today, which allows us to protect the health and safety of our shareholders, our Board of Directors and our employees during the COVID-nineteen pandemic. I want to offer our employees my heartfelt thanks for their patience, their flexibility and commitment to Vulcan and to one another, to our customers and our communities throughout this period. You're doing a great job under tough circumstances. We're going to get through this together and our company is going to remain strong, resilient and the best in the business. It's been over 2 months since our company proactively began taking protective measures to keep our people healthy, while continuing to crush rock, serve our customers and run our business. We are fortunate that Vulcan's operations have been able to keep producing and servicing our customers in every state and local area that has enacted a shelter in place order. I'm very proud of how our employees have stepped up to protect one another and how our operators are successfully handling the challenges of adding the COVID-nineteen health practices to our existing safety and health programs. The culture of putting people and safety at the center of our decisions serves our shareholders and our employees well. So again, thank you for taking the time to join us. We appreciate your support of Vulcan Materials. At this time, I call the meeting to order. We will begin the meeting by introducing the members of our Board of Directors who are participating in today's meeting via telephone. First, let me introduce the 4 directors who are standing for election to the Board. Melissa Anderson is the Executive Vice President and Chief Human Resources Officer of Duke Energy Corporation. Grayson Hall is the former Chairman and Chief Executive Officer of Regions Financial Corporation. Jim Prokopenko is the former President and Chief Executive Officer of The Mosaic Company. And George Willis is President, U. S. Operations of UPS. Next, I want to introduce the other directors who are not standing for election this year. Tom Fanning is the Chairman of the Board, President and Chief Executive Officer of Southern Company. Cynthia Hostetler serves as a trustee of Invesco Funds and is a Director of Riveteo Technologies Inc. And TriLink Global Impact Fund. Richard O'Brien is a former President and Chief Executive Officer of Boart Longyear Limited Kathleen Quirk is Executive Vice President and Chief Financial Officer of Freeport McMoran, Inc. David Steiner is a former President and Chief Executive Officer of Waste Management Inc. And Lee Styslinger is Chairman and Chief Executive Officer of Altek Inc. We are honored and very pleased that each of you could attend today and we sincerely appreciate your continued support and interest in Vulcan. We will now proceed with the formal business of our meeting. After we have presented our proposals, we'll provide time for questions relevant to the business of the meeting. Our Vice President of Investor Relations, Mark Warren, will review your questions. If you have general questions about our business, I encourage you to listen to the recording of our May 6, Q1 earnings call, which is posted on our website. Only validated shareholders may ask questions in the web portal. All questions must comply with our rules of conduct, which has been provided to you in the web portal. In addition to your question, please type your name and city of residence and indicate whether you're a shareholder or a proxy for a shareholder. Out of consideration for others, please limit yourself to one question. Though we may not be able to answer every question, we'll do our best to provide a response to as many as possible. Dee Franklin will serve as secretary of the meeting and will now discuss some of the formalities of calling today's meeting. Dee? Thank you, Tom. Deborah Baker of Broadridge has been duly appointed and sworn in as Inspector of Election for this meeting. I confirm that notice of this meeting and the related proxy materials were mailed on March 26, 2020 to our shareholders as of the record date of this meeting in accordance with our bylaws. Therefore, this annual meeting is duly called and noticed. Our Inspector of Election has advised us that based on a review of the number of proxies delivered to date, the shares represented at this meeting are sufficient to constitute a quorum. Thank you, Dee. In review of your report, I declare a quorum is presumed to be present and the meeting properly convened. The polls are now open and the time is 9:0:6 am on May 8, 2020. If you have already voted your proxy, there is no need to cast your vote in the web portal unless you wish to change your vote. Any shareholder who has not yet voted or wishes to change his or her vote may do so by clicking on the voting button on the web portal and following the instructions. Ladies and gentlemen, it is now in order to proceed with the business of the meeting. We have 3 proposals to be voted upon at this meeting. We have not received any other items of business in accordance with our bylaws or the SEC proxy rules. As a result, we will not consider any additional items of business at this meeting, and all nominations and proposals are hereby closed. Our first item of business is the election of 4 directors, each to serve 3 year terms or until his or her successor is duly elected and qualified. Is there a motion setting forth the resolution? I move that the following persons as nominated by the Board be elected as Directors of Vulcan Materials Company for the 3 year terms ending in 2023. Melissa H. Anderson, OB Grayson Hall Jr, James T. Prokopenko and George Willis. Thank you, Dave. The second item of business is the advisory vote on executive compensation known as say on pay. Is there a motion setting forth the resolution? I move that the shareholders approve on an advisory basis the compensation of the company's named executive officers as set forth in the company's proxy statement. Thank you, Dave. The 3rd and final item of business is a ratification of the appointment of the company's independent public accounting firm by the Audit Committee. Jason Rigsby, a partner of Deloitte and Touche is participating in today's meeting and we thank him for his attendance. Is there a motion setting forth a resolution? I move that the shareholders ratify the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm to audit the books of the company for the year 2020. Thank you, Dave. At this point, I would like to provide our shareholders with the opportunity to ask questions regarding the proposals to be voted on at today's meeting. If any shareholder would like to ask a question regarding any proposals, please submit your question through the web portal. In addition to your question, please type your name and city of residence and indicate whether you are a shareholder or a proxy for a shareholder. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Mark, do you have any questions? Tom, we have not received any questions. Seeing that there are no questions, this concludes the presentation of the proposals to be voted on at today's meeting. Any shareholder who has not yet voted or wishes to change their vote, please do so by clicking on the voting button on the web portal and following the instructions. If everyone has voted, I declare that the polls are now closed. The time is 9:10 a. M. On May 8, 2020. I now see that the Inspector of the election has delivered a preliminary report on the votes taken at the meeting. Dee, will you please give us a report on the votes? The Inspector preliminary report shows that all 4 director nominees were reelected with at least 97% approval, that the say on pay proposal passed with an approval rate of 96% and that the ratification of the appointment of Deloitte and Touche as the company's independent public auditor was approved. Thank you, Deep. In view of the vote totals that have been reported and subject to receipt of final certified results, I now declare that all three proposals have been ratified. This concludes our 2020 Annual Meeting of Shareholders. Thank you for attending. Please keep yourselves and your family safe, This now concludes the meeting. Thank you for joining and have a pleasant day.