Vulcan Materials Company (VMC) Proxy filing summary

Executive summary

• Achieved record financial results in 2025, with 18% growth in net earnings, 13% increase in Adjusted EBITDA, and 29% rise in operating cash flow, driven by commercial and operational excellence.

• CEO transition effective January 1, 2026, with Ronnie Pruitt succeeding Tom Hill, following a multi-year succession plan.

• Returned nearly $700 million to shareholders through dividends and share repurchases in 2025.

• Continued focus on sustainability, safety, and risk oversight, with robust engagement with shareholders representing 70% of outstanding shares.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of five directors for three-year terms, (2) advisory vote on executive compensation (Say on Pay), and (3) ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Proxy access and shareholder proposal procedures detailed for 2027 meeting.

Board of directors and corporate governance

• Board consists of 13 directors, 11 of whom are independent; diverse in background, skills, and tenure.

• Board committees: Audit, Compensation & Human Capital, Executive, Finance, Governance, Safety, Health & Environmental Affairs.

• Independent lead director role established; annual board and committee evaluations conducted.

• No shareholder rights plan in place; proxy access for eligible shareholders.