Vulcan Materials Company (VMC)
NYSE: VMC · Real-Time Price · USD
283.72
-5.21 (-1.80%)
At close: May 8, 2026, 4:00 PM EDT
283.99
+0.27 (0.10%)
After-hours: May 8, 2026, 7:23 PM EDT
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AGM 2026

May 8, 2026

Ronnie Pruitt
CEO, Vulcan Materials Company

Good morning, welcome to the 2026 annual meeting of the shareholders of Vulcan Materials Company. I'm Ronnie Pruitt, Chief Executive Officer and a member of the board of directors. I will be presiding over today's annual meeting. On behalf of all of my colleagues at Vulcan and our board of directors, thank you for attending our annual meeting today. We appreciate your interest in and support of Vulcan Materials. At this time, I'll call the meeting to order. We'll begin the meeting by introducing the members of our board of directors who are participating in today's call via telephone. First, let me introduce the other four directors who are standing for election to the board. Melissa Anderson is the Chief Business Transformation Officer of Albemarle Corporation. Grayson Hall is the former Executive Chairman of Regions Financial Corporation.

James Prokopanko is the former President and Chief Executive Officer of The Mosaic Company. George Willis is the former President, US Operations of UPS. Next, I want to introduce the other directors who are not standing for election this year. Thomas Fanning is the former Chairman of the Board, President and Chief Executive Officer of Southern Company. Thomas Hill is the Executive Chairman and of the Board and former President and Chief Executive Officer of Vulcan Materials Company. Cynthia Hostetler serves as a trustee of Invesco Funds. Lydia Kennard is the President and Chief Executive Officer of KDG Construction, Consulting, and Quality Engineering Solutions. Richard O'Brien, an independent consultant since 2015, is the former President and Chief Executive Officer of Newmont Mining Corporation. Kathleen Quirk is the President and Chief Executive Officer of Freeport-McMoRan.

David Steiner is the United States Postmaster General and the former President and Chief Executive Officer of Waste Management. Lee Styslinger is the co-owner and former Chairman and Chief Executive Officer of Altec. We will now proceed with the formal business of the meeting. Shareholders were afforded the opportunity to ask questions through the online meeting portal prior to today's meeting. However, we did not receive any such questions that were pertinent to the business of the meeting or items being voted on by the shareholders today. Later in the meeting, we will provide another opportunity to ask questions relevant to the business of the meeting. If you have general questions about our business, I encourage you to listen to the recordings of our April 29th first quarter earnings call, which was posted on our website.

Jerry Perkins will serve as Secretary of the meeting, and we will now go over some additional instructions concerning shareholder questions and other formalities of today's meeting.

Jerry Perkins
Secretary, Vulcan Materials Company

Thank you, Ronnie. Our Director of Investor Relations, Kelli Slocum, will re-review your questions in the web portal. Only validated shareholders may ask questions. All questions must comply with our rules of conduct, which have 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 are a shareholder or a proxy for a shareholder. Out of consideration for others, please limit yourself to one question. We may not be able to answer every question, we will do our best to provide a response to as many as possible. For appropriate questions not otherwise addressed during the meeting, we will publish our responses on our investor relations website or communicate the relevant response directly to the submitting shareholder after the meeting. I will now review some formalities regarding today's meeting.

I confirm that notice of this meeting and the related proxy materials were mailed on March 24, 2026 to our shareholders as of the record date of this meeting in accordance with our bylaws. This annual meeting is duly called and noticed. Anna Hagberg-Cito of Carl T. Hagberg & Associates has been duly appointed and sworn in as Inspector of Election for this meeting. 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.

Ronnie Pruitt
CEO, Vulcan Materials Company

Thank you, Jerry. In view of your report, I declare a quorum is present and the meeting is properly convened. The polls are now open, and the time is 9:04 on May 8, 2026. 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 hasn't yet voted or wishes to change their 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. Jerry, please present the proposals.

Jerry Perkins
Secretary, Vulcan Materials Company

We have three 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's 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. Jennifer Commander, Assistant Corporate Secretary, will now assist me in reviewing these proposals. Our first item of business is the election of five directors, each to serve a three-year term until his or her successor is duly elected and qualified. Is there a motion setting forth the resolution?

Jennifer Commander
Assistant Corporate Secretary, Vulcan Materials Company

I move that each of Melissa H. Anderson, O.B. Grayson Hall Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A. Willis, in each case as nominated by the Board, be elected as directors of Vulcan Materials Company for a three-year term ending in 2029.

Jerry Perkins
Secretary, Vulcan Materials Company

Thank you, Jennifer. 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?

Jennifer Commander
Assistant Corporate Secretary, Vulcan Materials Company

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.

Jerry Perkins
Secretary, Vulcan Materials Company

Thank you, Jennifer. The third and final item of business is the ratification of the appointment of the company's independent registered public accounting firm by the audit committee. Bill Walsh, a partner with Deloitte & Touche, is participating in today's meeting, and we thank him for his attendance. Is there a motion setting forth the resolution?

Jennifer Commander
Assistant Corporate Secretary, Vulcan Materials Company

I move that the shareholders ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026.

Jerry Perkins
Secretary, Vulcan Materials Company

Thank you, Jennifer. This concludes the presentation of the proposals to be voted on at today's meeting.

Ronnie Pruitt
CEO, Vulcan Materials Company

Any shareholder who hasn't yet voted or who wishes to change their vote, please do so now by clicking on the voting button on the web portal and following the instructions. If everyone has voted, I declare the polls are now closed. The time is 9:07 A.M. on May 8th, 2026. If you have general questions about our business, I again encourage you to listen to the recording of our April 29th first quarter earnings call, which is posted on our website. If any shareholder would like to ask a question, please submit your question through the web portal. In addition to your question, please type your name, 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. Kelli, do we have any questions?

Kelli Slocum
Director of Investor Relations, Vulcan Materials Company

Ronnie, we have not received any questions that comply with our rules of conduct for the meeting.

Ronnie Pruitt
CEO, Vulcan Materials Company

Seeing that there are no pertinent questions, I now see that the Inspector of Election has delivered her preliminary report of the votes taken at this meeting. Jerry, will you please give a report on the votes?

Jerry Perkins
Secretary, Vulcan Materials Company

The inspector's preliminary report shows that all five director nominees were reelected with at least 93% approval, that the Say on Pay proposal passed with an approval rate of 97%, and that the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm was approved.

Ronnie Pruitt
CEO, Vulcan Materials Company

Thank you, Jerry. In view of the vote totals that have been reported and subject to the receipt of final certified results, I now declare that all three proposals have been approved. This concludes our 2026 annual meeting of shareholders. Thank you for attending. The meeting is now adjourned.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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