Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On February 14, 2020, the board of directors (the "Board") of Vulcan Materials Company (the "Company") amended the Company's Amended and Restated By-Laws (as amended, the "By-Laws") to implement proxy access, effective immediately. Proxy access will first be available to shareholders in connection with the Company's 2021 annual meeting of shareholders.

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 of Vulcan Materials Company (as
                 amended through February 14, 2020)

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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