SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 12, 2009
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
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| New Jersey
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001-33841
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20-8579133 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1200 Urban Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code:
(205) 298-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On February 12, 2009, the Compensation Committee of the Board of Directors of Vulcan Materials
Company (the “Company”) approved for each of the named executive officers to be included in the
Company’s 2009 proxy statement (the “NEOs”), (i) the 2009 base salaries, which remained at 2008
levels, and (ii) the short term target bonus percentages for the 2009 fiscal year. Due to the
unprecedented downturn in the economy, short term cash bonuses were not earned, and therefore, the
Compensation Committee did not approve the payment of any cash bonuses for the NEO’s based on the
Company’s 2008 performance. The compensation for the CEO was ratified by the Board of Directors.
Salary and Cash Bonus
Each of the NEO’s participates in the Company’s Executive Incentive Plan (“EIP”). Under this plan,
participating executives are entitled to earn an annual cash incentive award to the extent
established financial objectives are achieved.
The Compensation Committee has selected Economic Profit (“EP”), which is defined as operating
income after current taxes less a charge for capital employed, as the financial performance
objective for determining awards under the EIP and MIP. A target EP is established by the
Compensation Committee annually at its February meeting based on the average of last year’s actual
EP and last year’s target EP for the Company as well as each of its divisions, subject to certain
adjustments, including the effects of certain long-term investment projects. The target EP
represents the amount of EP that must be earned in order for a “target bonus” to be paid. The
“target bonus” is expressed as a percentage of base salary and established for each named executive
officer based on market surveys of similar-sized industrial companies. An executive can earn from
zero up to an amount equal to his Bonus Cap, depending on the actual EP results for the year. If
the EP performance relative to the EP target (for the Company or its business units as applicable
for the particular executive officer) is not met, then the executive’s bonus would be reduced in
accordance with a predetermined schedule. In the case of the NEOs, other than the Chief Executive
Officer, the Chief Executive Officer can adjust the actual bonus to be paid to the NEOs subject to
the EIP individual Bonus Caps, based on:
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the individual performance of the executive |
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the safety, health and environmental performance record of the Company and its Divisions |
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consistent above target performance for 3 or more years |
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successful implementation of Vulcan strategic objectives |
The Compensation Committee likewise determines the actual bonus payable to the Chief Executive
Officer based on his performance, subject to the restraints set forth above.
The Compensation Committee determined that the base salaries of each of the NEOs for 2009 would
remain at their 2008 levels, with no increase. For each NEO, the following table reflects (i) the
2009 base salary (same as 2008 base salary), (ii) the fact that no cash bonuses were approved or
paid, and (iii) the target bonus opportunity for the 2009 fiscal year.
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Target 2009 |
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Annual Bonus |
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Opportunity as a |
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Percentage of |
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Base Salary |
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Base Salary |
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2008 Bonus |
| Donald M. James
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Chairman and Chief
Executive Officer
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1,250,000 |
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100 |
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0 |
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| Guy M. Badgett, III
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Senior Vice
President,
Construction
Materials
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496,000 |
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65 |
% |
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0 |
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| Daniel F. Sansone
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Senior Vice
President, Chief
Financial Officer
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500,000 |
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70 |
% |
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0 |
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| Ronald G. McAbee
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Senior Vice
President,
Construction
Materials — West
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400,000 |
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65 |
% |
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0 |
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| Danny R. Shepherd
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Senior Vice
President,
Construction
Materials — East
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400,000 |
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65 |
% |
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Long-Term Incentive Award Payments
The Compensation Committee did not authorize payments to the NEOs for the Performance Share Units
because there was not an award period ending on December 31, 2008.
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