Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


      Filed by the Registrant        Filed by a party other than the Registrant


 Check the appropriate box:

  Preliminary Proxy Statement


  Definitive Proxy Statement

  Definitive Additional Materials

  Soliciting Material Pursuant to §240.14a-12

Vulcan Materials Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


 Payment of filing fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.

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  Fee paid previously with preliminary materials:
  Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 12, 2017.


                    VULCAN MATERIALS COMPANY








Meeting Information


 Meeting Type:            Annual Meeting

 For holders as of:       March 15, 2017

 Date:    May 12, 2017        Time: 9:00 a.m., local time

 Location: Grand Bohemian Hotel

2655 Lane Park Road

Birmingham, Alabama 35223


You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.


See the reverse side of this notice to obtain proxy materials and voting instructions.


— Before You Vote —

How to Access the Proxy Materials


Proxy Materials Available to VIEW or RECEIVE:


How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


2) BY TELEPHONE:   1-800-579-1639
3) BY E-MAIL*:

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow  LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 28, 2017 to facilitate timely delivery.

—  How To Vote  —

Please Choose One of the Following Voting Methods



Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


         Voting items               

 The Board of Directors recommends you vote FOR

 the director nominees listed in proposal 1.


 1.     Election of Directors


  1a.    O. B. Grayson Hall, Jr.

  1b.    James T. Prokopanko

  1c.    David P. Steiner

  1d.    Kathleen Wilson-Thompson

 The Board of Directors recommends you vote FOR proposal 2.

 2.     Approval, on an advisory basis, of the compensation of our named executive officers.

 The Board of Directors recommends you vote for 1 YEAR on proposal 3.

 3.     Advisory vote on the frequency of future advisory votes on executive compensation.

 The Board of Directors recommends you vote FOR proposal 4.

 4.     Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017.

 NOTE: Such other business as may properly come before the meeting or any adjournment thereof.