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 June 30, 2023 are summarized below.
Total Number of
Maximum Number
Total
Shares Purchased
of Shares That May
Number of
Average
As Part of Publicly
Yet Be Purchased
Shares
Price Paid
Announced Plans
Under the Plans
Period
Purchased
Per Share
or Programs
or Programs
2023
Apr 1 - Apr 30
0
$ 0.00
0
8,064,851
May 1 - May 31
0
$ 0.00
0
8,064,851
June 1 - June 30
241,363
$ 206.82
241,363
7,823,488
Total
241,363
$ 206.82
241,363
1
In February 2017, our Board of Directors authorized us to purchase up to 10,000,000 shares of our common stock. As of June 30, 2023, there were 7,823,488 shares remaining under this authorization. Depending upon market, business, legal and other conditions, we may purchase shares from time to time through the 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 second quarter of 2023.
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.
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ITE M 5
OTHER INFORMATION
SECURITIES TRADING PLANS of SeCTION 16 OFFICERS AND DIRECTORS
During the three months ended June 30, 2023, certain of our Section 16 officers and directors listed below adopted trading arrangements for the sale of shares of our common stock as follows:
Trading Arrangement
Rule
Non-Rule
Expiration
Number of
Name and Title
Action
10b5-1 1
10b5-1 2
Date
of Plan
Shares to be Sold 3
Stanley G. Bass ,
Chief Strategy Officer
Adoption
X
June 9, 2023
Earlier of when all shares under plan are sold and January 31, 2024
12,300
1
Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
2
Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
3
The actual number of shares of our common stock to be sold may vary as a result of shares withheld for payment of taxes.
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ITEM 6
exhibits
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 June 30, 2023 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 June 30, 2023 is formatted in iXBRL (contained in Exhibit 101).
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 August 4, 2023
/s/ Randy L. Pigg
Randy L. Pigg
Vice President, Controller
(Principal Accounting Officer)
Date August 4, 2023
/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.