VMC: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 11, 2026, Thompson S. Baker II, President of Vulcan Materials Company (the “Company”), notified the Company that he will retire from such position effective July 15, 2026. Item 5.07. Submission of Matters to a Vote of Security Holders. On May 8, 2026, the Company held its annual meeting of shareholders (the “Annual Meeting”). There were 130,462,251 shares of common stock eligible to be voted at the Annual Meeting, and 119,028,883 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. The following matters, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2026, were approved by the Company’s shareholders at the Annual Meeting. The final voting results are presented below. Proposal 1: Election of Directors Each of the individuals named below was elected to a three-year term expiring in 2029: Director Shares Voted For Shares Voted Against Abstentions Broker Non-Votes Melissa H. Anderson 111,842,430 949,255 44,283 6,192,915 O. B. Grayson Hall, Jr. 108,908,845 3,882,105 45,018 6,192,915 James T. Prokopanko 104,648,897 8,142,333 44,738 6,192,915 Ronnie A. Pruitt 112,188,291 603,165 44,512 6,192,915 George A. Willis 111,112,885 1,677,693 45,390 6,192,915 Proposal 2: Advisory Vote on Compensation of the Company’s Named Executive Officers (Say on Pay) The advisory vote on the compensation of the Company’s named executive officers was approved with the following vote: Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 108,975,31