Item 2. Unregistered Sales of Equity Securities
ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of our equity securities during the quarter ended September 30, 2022 are summarized below.
Total Number
Maximum
of Shares
Number of
Purchased as
Shares that
Total
Part of Publicly
May Yet Be
Number of
Average
Announced
Purchased
Shares
Price Paid
Plans or
Under the Plans
Period
Purchased
Per Share
Programs
or Programs 1
2022
July 1 - July 31
0
$ 0.00
0
8,064,851
Aug 1 - Aug 31
0
$ 0.00
0
8,064,851
Sep 1 - Sep 30
0
$ 0.00
0
8,064,851
Total
0
$ 0.00
0
1
In February 2017, our Board of Directors authorized us to purchase up to 10,000,000 shares of our common stock. As of September 30, 2022, there were 8,064,851 shares remaining under the authorization. Depending upon market, business, legal and other conditions, we may make share purchases from time to time through open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or privately negotiated transactions. The authorization has no time limit, does not obligate us to purchase any specific number of shares, and may be suspended or discontinued at any time.
We did not have any unregistered sales of equity securities during the third quarter of 2022.
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ITEM 4
MINE SAfETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 of this report.
ITEM 6
exhibits
Exhibit 10.1
Fourth Amendment to Credit Agreement, dated as of August 8, 2022, among Vulcan Materials Company, Truist Bank, as Administrative Agent, and the Lenders and other parties named therein (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 9, 2022) 1
Exhibit 10.2
Independent Contractor Consulting Agreement, dated August 31, 2022, between the Company and Suzanne H. Wood
Exhibit 31(a)
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31(b)
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32(a)
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32(b)
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 95
MSHA Citations and Litigation
Exhibit 101
The following unaudited financial information from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements.
Exhibit 104
Cover Page Interactive Data File – the cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 is formatted in iXBRL (contained in Exhibit 101).
1
Incorporated by reference
Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-33841.
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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 thereunto duly authorized.
VULCAN MATERIALS COMPANY
Date November 3, 2022
/s/ Randy L. Pigg
Randy L. Pigg
Vice President, Controller
(Principal Accounting Officer)
Date November 3, 2022
/s/ Mary Andrews Carlisle
Mary Andrews Carlisle
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.