Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Section 1.06 has been added to the By-Laws to permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company's outstanding common stock continuously for at least three years, to nominate and include in the Company's annual meeting proxy materials director nominees constituting up to the greater of (a) two individuals and (b) 20% of the total number of directors serving on the Board on the last day on which a proxy access nomination may be submitted (rounded down to the nearest whole number), subject to certain limitations and provided that the requirements set forth in the By-Laws are satisfied. In addition, certain other ministerial, clarifying and conforming changes were made to the By-Laws to accommodate the proxy access provisions.
The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated By-Laws ofVulcan Materials Company (as amended throughFebruary 14, 2020 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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