Vulcan Materials (NYSE: VMC) outlines pay for new CEO and Executive Chairman

Rhea-AI Filing Summary

Vulcan Materials Company is amending a prior report to add compensation details tied to its CEO succession plan. Effective January 1, 2026, current Chief Operating Officer Ronnie A. Pruitt will become Chief Executive Officer, while J. Thomas Hill will move to the role of Executive Chairman and remain on the Board.

The Board approved Mr. Pruitt’s CEO compensation with an annual base salary of $1,000,000, a target short-term incentive of 135% of base salary, and a target long-term incentive of 700% of base salary. Mr. Hill’s Executive Chairman package includes the same $1,000,000 base salary and 135% target short-term incentive, with a target long-term incentive of 300% of base salary. Mr. Pruitt was also elected to the Board effective on the CEO transition date and will stand for re-election at the 2026 annual meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 10, 2025

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	VMC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

EXPLANTORY NOTE

Vulcan Materials Company (“Vulcan”) is filing this Amendment No. 1 (this “Amendment No. 1”) to Vulcan’s Current Report on Form 8-K, filed on October 14, 2025 (the “Original Report”), to update the disclosures contained therein under Item 5.02, which are hereby supplemented and amended by the disclosure contained in Item 5.02 of this Amendment No. 1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Original Report, on October 10, 2025, following a comprehensive succession planning process, the Board of Directors (the “Board”) of Vulcan elected Ronnie A. Pruitt, who currently serves as Chief Operating Officer of Vulcan, as the next Chief Executive Officer of Vulcan, effective January 1, 2026 (the “Effective Date”). At that time, J. Thomas Hill will step down from his position as Chief Executive Officer and continue to serve on the Board as its Executive Chairman.

On December 12, 2025, upon the recommendation of the Compensation & Human Capital Committee of the Board (the “Committee”), the Board approved the following elements of Mr. Pruitt’s compensation arrangement as Chief Executive Officer, effective as of the Effective Date: (i) an annual base salary of $1,000,000; (ii) a target short-term incentive (“Target STI”) opportunity of 135% of annual base salary; and (iii) a target long-term incentive (“Target LTI”) award opportunity of 700% of annual base salary.

Further, upon the recommendation of the Committee, the Board also approved the following elements of Mr. Hill’s compensation arrangement as Executive Chairman, effective as of the Effective Date: (i) an annual base salary of $1,000,000; (ii) a Target STI opportunity of 135% of annual base salary; and (iii) a Target LTI award opportunity of 300% of annual base salary.

On December 12, 2025, Mr. Pruitt was also elected to the Board effective as of the Effective Date. He will stand for re-election to the Board at the Company’s 2026 Annual Meeting of Shareholders. There are no arrangements or understandings between Mr. Pruitt and any other persons pursuant to which he was selected as a director. Mr. Pruitt does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VULCAN MATERIALS COMPANY

Date: December 12, 2025 By: /s/ Denson N. Franklin III

	Name:	Denson N. Franklin III
	Title:	Senior Vice President, General Counsel and Secretary

FAQ

What leadership changes does Vulcan Materials (VMC) announce in this 8-K/A?

Vulcan Materials confirms that Ronnie A. Pruitt, currently Chief Operating Officer, will become Chief Executive Officer effective January 1, 2026. At the same time, J. Thomas Hill will step down as CEO and continue on the Board as Executive Chairman.

How is the new CEO of Vulcan Materials (VMC) being compensated?

As CEO, Ronnie A. Pruitt will receive an annual base salary of $1,000,000, a target short-term incentive of 135% of base salary, and a target long-term incentive of 700% of base salary, all effective January 1, 2026.

What is the compensation package for Vulcan Materials (VMC) Executive Chairman J. Thomas Hill?

As Executive Chairman, J. Thomas Hill will have an annual base salary of $1,000,000, a target short-term incentive of 135% of base salary, and a target long-term incentive of 300% of base salary, effective January 1, 2026.

Did Vulcan Materials (VMC) elect Ronnie Pruitt to its Board of Directors?

Yes. On December 12, 2025, the Board elected Ronnie A. Pruitt to the Board effective January 1, 2026. He will stand for re-election at Vulcan Materials’ 2026 Annual Meeting of Shareholders.

Are there any related-party transactions involving Ronnie Pruitt disclosed by Vulcan Materials (VMC)?

The company states that Ronnie A. Pruitt does not have a direct or indirect material interest in any transaction that would need to be disclosed under Item 404(a) of Regulation S-K.

Why did Vulcan Materials (VMC) file this amendment to its earlier report?

The amendment updates and supplements a prior report to include detailed compensation arrangements for Ronnie A. Pruitt as Chief Executive Officer and J. Thomas Hill as Executive Chairman, effective January 1, 2026.