Washington, DC 20549




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


Date of Report (Date of earliest event reported): December 12, 2014

(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 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))





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


On December 12, 2014, H. Allen Franklin notified the Board that he is retiring, effective December 31, 2014, for health reasons and will not stand for re-election to the Board.


Item 9.01.Financial Statements and Exhibits.




Exhibit No. Description
99.1 Press release dated December 15, 2014 announcing the retirement of H. Allen Franklin.


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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:  December 16, 2014 By: /s/ Michael R. Mills  
  Name:  Michael R. Mills  
  Title:    Sr. Vice President and General Counsel    


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