Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
________________________________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):  May 13, 2011
 
 
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
 
New Jersey
  
001-33841
  
20-8579133
 (State or other jurisdiction of incorporation)    (Commission File Number)    (IRS Employer Identification No.)
 
 
1200 Urban Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)
 
(205) 298-3000
Registrant's telephone number, including area code:
 
Not Applicable
(Former name or former address if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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Item 5.07   Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of Vulcan Materials Company (the “Company”) was held on May 13, 2011, in Birmingham, Alabama.  There were 129,106,080 shares of common stock of the Company eligible to be voted at the Annual Meeting and 110,958,378 shares represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.  The following matters were submitted to a vote of shareholders at the Annual Meeting.

(1)           Election of Directors:

Director
For
Withheld
Donald M. James
92,306,263
4,860,003
Ann McLaughlin Korologos
90,503,447
6,662,819
James T. Prokopanko
93,051,611
4,114,655
Kathleen Wilson-Thompson
93,292,862
3,873,404
 
 
(2)
Proposal to amend the 2006 Omnibus Long-Term Incentive Plan.

For
Against
Abstentions
93,413,134
3,598,051
155,081

 
(3)
Advisory vote on executive compensation (Say on Pay).

For
Against
Abstentions
91,519,898
5,449,360
197,008

 
(4)
Advisory vote on frequency of holding the Say on Pay vote.

1 Year
2 Years
3 Years
Abstentions
89,279,339
558,748
7,022,303
305,875

 
(5)
The proposal to ratify the appointment of the firm of Deloitte & Touche LLP as independent registered public accountants to audit the books of the Company for the year 2011.

For
Against
Abstentions
109,654,075
1,212,975
91,327

 
(6)
The shareholder proposal submitted by United Brotherhood of Carpenters and Joiners of America regarding majority voting in director elections.

For
Against
Abstentions
42,730,283
54,203,531
232,451

 
(7)
The shareholder proposal submitted by Gerald R. Armstrong regarding the declassification of the Company’s board of directors.

For
Against
Abstentions
63,171,395
33,796,416
278,351
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  Vulcan Materials Company  
       
Date:  May 13, 2010     
By:
/s/ Robert A. Wason IV   
    Robert A. Wason IV  
       
       

 
 
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