Vulcan Materials Company (VMC) Proxy Filing summary

Executive summary

• Achieved strong 2024 results with $911.9M net earnings, $2.06B Adjusted EBITDA, and 12% increase in aggregates cash gross profit per ton, despite lower shipments due to weather and demand headwinds.

• Deployed over $2B for four strategic acquisitions, expanding presence in key revenue states and reinforcing an aggregates-led growth strategy.

• Maintained a strong balance sheet, enabling continued investment and shareholder returns.

• Safety performance improved, with a 31% reduction in serious injuries and a combined MSHA/OSHA injury rate of 1.28 per 200,000 hours.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of four directors for three-year terms, (2) approval of the 2025 Omnibus Long-Term Incentive Plan, (3) advisory vote on executive compensation (Say on Pay), and (4) ratification of Deloitte & Touche LLP as independent auditor.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises 12 directors, 11 of whom are independent; diverse in background, skills, and experience.

• Annual review and refreshment of committee charters and composition; implemented updates in 2024.

• Strong governance practices: majority voting, independent lead director, annual evaluations, proxy access, mandatory retirement age, and no shareholder rights plan.

• Active shareholder engagement, reaching out to holders of ~70% of shares, with feedback incorporated into governance decisions.