Texas Industries DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨	Preliminary Proxy Statement	¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12

Texas Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the transaction applies:

(3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of the transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

  TEXAS INDUSTRIES, INC. 1341 W. MOCKINGBIRD LANE • DALLAS, TEXAS 75247 • (972) 647-6700

August 26, 2011

Dear Shareholder:

You are cordially invited to attend our annual meeting of shareholders, to be held at 9:30 a.m. Central Daylight Time, on Wednesday, October 12, 2011, at the Cityplace Conference and Event Center, Thompson Amphitheater, located at 2711 North Haskell Avenue, Dallas, Texas.

At this year’s annual meeting, you will be asked to elect six directors for one-year terms and to vote on the other matters described in the accompanying notice of our annual meeting and proxy statement. Our 2011 annual report is available with the proxy statement.

It is important that your shares be represented at the annual meeting regardless of the size of your holdings. If you are unable to attend in person, we urge you to participate by voting your shares by proxy on the internet, by telephone or by filling out and returning the proxy card that we will send you on request. Your vote is extremely important.

We hope you can attend the meeting in person. If you arrive early, you are invited to have coffee and visit informally with the directors.

Sincerely,

Mel G. Brekhus

President and Chief

Executive Officer

TEXAS INDUSTRIES, INC. 1341 W. MOCKINGBIRD LANE • DALLAS, TEXAS 75247 • (972) 647-6700

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On October 12, 2011

The annual meeting of shareholders of Texas Industries, Inc. will be held at the Cityplace Conference and Event Center, Thompson Amphitheater, located at 2711 North Haskell Avenue, Dallas, Texas, on Wednesday, October 12, 2011, at 9:30 a.m. (CDT). At the meeting, you will be asked to:

1. Elect six directors for one-year terms;

2. Ratify the selection of Ernst & Young LLP as our independent auditors;

3. Approve, in a non-binding advisory vote, our executive compensation;

4. Approve, in a non-binding advisory vote, the frequency of future votes on our executive compensation; and

5. Vote on any other business properly brought before the meeting.

Only shareholders of record at the close of business on August 15, 2011, will be entitled to vote at the annual meeting. A list of such shareholders will be open for examination by any shareholder during ordinary business hours for a period of ten days prior to the annual meeting at our executive offices at 1341 W. Mockingbird Lane, Dallas, Texas 75247-6913.

While we encourage you to attend the annual meeting, please vote your shares as soon as possible to ensure that your vote is recorded promptly. Your vote is important.

By Order of the Board of Directors,

Frederick G. Anderson

Secretary

Dallas, Texas

August 26, 2011

TEXAS INDUSTRIES, INC.

1341 W. MOCKINGBIRD LANE • DALLAS, TEXAS 75247 • (972) 647-6700

PROXY STATEMENT

TABLE OF CONTENTS

	Page
Information About Solicitation and Voting		1
Security Ownership of Certain Beneficial Owners and Management		4
Proposal No. 1–Election of Directors		6
Board of Directors and Its Standing Committees		11
Corporate Governance		12
Director Compensation		16
Compensation Discussion and Analysis		18
Compensation Committee Report		23
Compensation Tables and Information		24
Audit Committee Report		32
Fees Paid to Independent Auditors		32
Proposal No. 2–Ratify Selection of Independent Auditors		33
Proposal No. 3–Advisory Vote on Executive Compensation		33
Proposal No. 4–Frequency of Advisory Vote on Executive Compensation		34
Section 16(a) Beneficial Ownership Reporting Compliance		34
2012 Shareholder Proposals		34
Multiple Shareholders Sharing Same Address		35
Other Matters		35

PROXY STATEMENT

INFORMATION ABOUT SOLICITATION AND VOTING

In this Proxy Statement, the terms “we”, “our”, “us” and “Company” mean Texas Industries, Inc., a Delaware corporation. The term “annual meeting” means our annual meeting of shareholders to be held on October 12, 2011.

Solicitation

Pursuant to the rules of the Securities and Exchange Commission, or SEC, we have made this Proxy Statement and related proxy materials available to you on the Internet in connection with the solicitation by our Board of Directors of proxies for exercise at our annual meeting. At your request we will deliver printed copies to you by mail. Our proxy materials include this Proxy Statement and our 2011 Annual Report to Shareholders, which includes our audited consolidated financial statements. If you request printed copies of these materials by mail, they will also include a proxy card for the annual meeting.

We are sending an Important Notice Regarding the Availability of Proxy Materials to our record and beneficial shareholders. The mailing of this Notice of Availability of Proxy Materials to our shareholders is scheduled to begin on or about August 26, 2011. The Notice of Availability of Proxy Materials provides instructions on how to access the proxy materials over the Internet or to request a paper copy. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

We will pay the cost of solicitation of proxies by our Board of Directors. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur. We may solicit proxies from shareholders in person or by telephone, telecopy, mail or email. We request that banks, brokers and other custodians, nominees and fiduciaries send the Notice of Availability of Proxy Materials and any proxy material to the beneficial owners and secure their voting instructions if necessary. We will reimburse them for their reasonable expenses in so doing.

The mailing address of our principal executive office is 1341 W. Mockingbird Lane, Suite 700W, Dallas, TX 75247.

Board Recommendation

We believe that the current Board, with its breadth of relevant and diverse experience, represents the best interests of our shareholders. Furthermore, both our Governance Committee and the Board believe the six directors nominated by the Board have been productive members of the Board who have made meaningful contributions and should be re-elected. The Board unanimously recommends a voteFOReach of the six nominees for director listed below and on the proxy card.

The Board also recommends that you voteFOR the ratification of the selection of Ernst & Young LLP as our independent auditors for the fiscal year 2012 audit.

The Board believes the policies and practices described in the Compensation Discussion and Analysis are effective in motivating management to achieve annual and long-term financial goals of the Company by fostering

1

a pay-for-performance culture, in aligning the executives’ long-term interests with those of our shareholders, and in attracting and retaining executives for long and productive careers. The Board recommends that you voteFOR the non-binding resolution approving the compensation of our named executive officers (the say-on-pay vote).

The Board recommends that you voteFOR a frequency of every year for holding future say-on-pay votes.

Shares Outstanding and Quorum

We had 27,890,045 shares of common stock outstanding on August 15, 2011, our record date. Each share is entitled to one vote. The presence at the annual meeting, in person or by proxy, of the holders of a majority of our issued and outstanding common stock is necessary to constitute a quorum to transact business. Proxies marked as abstentions and broker non-votes will be included in the number of shares considered to be present at the meeting for purposes of determining a quorum.

Voting Procedures

If you are a shareholder whose shares are registered in your name (i.e., a shareholder of record), you may vote in person at the meeting. We will give you a ballot when you arrive. If you do not wish to vote in person or will not be attending the meeting, we encourage you to vote by proxy. You can vote by proxy in one of the following ways:

• Vote by Internet. You can vote via the Internet by following the instructions on your Texas Industries, Inc. Notice of Availability of Proxy Materials. The website address for Internet voting is indicated on the Notice. The deadline for Internet voting is 11:59 p.m., EDT on October 11, 2011. Until that time, Internet voting is available 24 hours a day. If you have Internet access, we encourage you to vote by Internet. It is convenient and saves significant postage and processing costs.

• Vote by Telephone. You can vote your shares by telephone by calling the toll-free number indicated on your proxy card. Easy-to-follow voice prompts enable you to vote your shares and confirm that your instructions have been properly recorded.

• Vote by Mail. If you choose to vote by mail, complete, sign, date and return your proxy card in the postage-paid envelope provided. If you have not received a proxy card, follow the instructions on your Texas Industries, Inc. Notice of Availability of Proxy Materials for requesting a paper copy of the proxy materials, including the proxy card and postage-paid envelope. Please promptly mail your proxy card to ensure that it is received prior to the annual meeting.

If you hold your shares in “street name,” whether through a bank, broker or other firm, we encourage you to provide voting instructions to the firm that holds your shares. You may do so by carefully following the instructions provided in the Notice of Availability of Proxy Materials or the proxy card that you receive from that firm. If you wish to instead vote in person at the meeting, you must obtain a valid proxy from the firm.

If you hold shares in multiple registrations, or in both registered and street name, you will receive a proxy card or a Notice of Availability of Proxy Materials for each account. Please sign and date all proxy cards you receive. If you choose to vote by telephone or Internet, please vote once for each proxy card or Notice of Availability of Proxy Materials you receive. Only the latest dated proxy foreach account will be voted.

If you complete and submit your proxy by Internet or telephone or on your proxy card, the persons named as proxy holders will vote the shares represented by your proxy in accordance with your instructions. If you do not provide instructions when you complete your proxy, the proxy holders will vote in accordance with the recommendations of the Board of Directors. The Board’s full recommendation is set forth in the description of each proposal in this proxy statement. With respect to any other matter that properly comes before the meeting, the proxy holders will vote in their discretion in accordance with their best judgment.

2

Vote Required for Election or Approval

Election of Directors. Directors will be elected by a majority of the votes cast. Votes cast will include votes for and votes against and exclude abstentions and broker non-votes. As a result, abstentions and broker non-votes will have no effect on the election of directors.

Other Matters. Approval of the ratification of the selection of Ernst & Young LLP as our independent auditors and the advisory vote on executive compensation require the affirmative vote of a majority of the shares present or represented by proxy at the annual meeting and entitled to vote. Abstentions will be included in the vote totals and will have the same effect as a negative vote, but broker non-votes will not be included in the vote totals and will have no effect on the vote.

Approval of the frequency of the advisory vote on executive compensation requires the affirmative vote of a majority of the shares present or represented by proxy at the annual meeting and entitled to vote. If none of the three frequency choices receives a majority, the choice that receives a plurality of the votes cast will be considered approved by the Board.

Broker Non-Votes. If you hold your shares in “street name” but do not provide the firm that holds your shares with specific voting instructions, it may vote your shares on routine matters but cannot vote on non-routine matters. At the annual meeting, the vote on the ratification of the selection of Ernst & Young LLP as our independent auditors is considered a routine matter. All other matters are considered non-routine. Thus, you must give specific instructions for your shares to be voted on the election of directors and the advisory votes related to executive compensation. When a broker votes a client’s shares on some but not all proposals, the missing votes are referred to as “broker non-votes.” Those shares will be included in determining the presence of a quorum at the meeting but will not be considered “present” for purposes of voting on a non-routine proposal and will not be counted in determining the number of shares necessary for approval.

Changing Your Vote or Revoking Your Proxy

If you are a shareholder of record, you may change or revoke your proxy at any time prior to the close of the polls by submitting a later-dated vote in person at the meeting, or a later-dated proxy by the Internet, telephone or mail. Please see “Voting Procedures,” above. You may also revoke your proxy by delivering written notice of revocation to our Corporate Secretary prior to the meeting by mail addressed to Corporate Secretary, Texas Industries, Inc., 1341 W. Mockingbird Lane, Suite 700W, Dallas, TX 75247.

If you hold shares in street name, you must contact the firm that holds your shares to change or revoke any prior voting instructions.

3

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table furnishes information concerning all persons known to us to beneficially own 5% or more of our common stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Southeastern Asset Management, Inc.(1)		7,605,500		27.3	%
6410 Poplar Avenue, Suite 900 Memphis, TN 38119
NNS Holding(2)		5,368,874		19.3	%
c/o M&C Corporate Services PO Box 309 GT Ugland House South Church Street GeorgeTown, Grand Cayman Cayman Islands
BlackRock, Inc.(3)		1,871,255		6.7	%
400 Howard St. San Francisco, CA 94105
Keeley Asset Management Corp.(4)		1,400,355		5.0	%
401 S. LaSalle St. Chicago, IL 60605

(1) Based on Schedule 13D/A filed on August 3, 2011. Southeastern Asset Management, Inc. is the investment advisor for Longleaf Partners Small-Cap Fund, the holder of 7,105,000 of the shares reported.

(2) Based on Schedule 13D/A filed on October 21, 2010, Mr. Nassef Sawiris and Mr. Philip Norman are directors of NNS Holding with the power to vote and dispose of the shares held by NNS Holding.

(3) Based on Schedule 13G/A filed on February 9, 2011.

(4) Based on Schedule 13G/A filed on February 7, 2011.

4

The following table sets forth as of May 31, 2011, the approximate number of shares of our common stock beneficially owned by each director, nominee for director, and executive officer named in the Summary Compensation Table, and by all of our directors and executive officers as a group.

Name of Beneficial Owner	Company Common Stock
	Beneficially Owned(1)			Percent
John D. Baker II		27,250			*
Mel G. Brekhus		326,045	(2)		1.2
Eugenio Clariond		52,942	(3)		*
Sam Coats		6,600			*
Gary L. Pechota		2,000			*
Thomas R. Ransdell		8,504			*
Robert D. Rogers		191,389	(2)		*
Ronald G. Steinhart		6,615			*
Dorothy C. Weaver		1,000			*
Kenneth R. Allen		98,341	(2)(4)		*
Frederick G. Anderson		55,501	(2)		*
J. Lynn Davis		56,596	(2)		*
Stephen D. Mayfield		52,322	(2)		*
All directors and executive officers as a group (17 persons)		999,170	(2)		3.5

 * Represents less than one percent (1%) of the total number of shares outstanding.

(1) Unless indicated in a note below, each person has the sole voting and investment authority with respect to the shares set forth in the table.

(2) This table includes shares of common stock subject to options that are presently exercisable or that became exercisable within 60 days of May 31, 2011, as follows: Mel G. Brekhus—191,649 shares; Robert D. Rogers—6,666 shares; Kenneth R. Allen—55,462 shares; Frederick G. Anderson—55,063 shares; J. Lynn Davis—37,679 shares; Stephen D. Mayfield—24,200 shares; and all directors and executive officers as a group—472,014 shares.

(3) Includes 50,942 shares owned by a family trust.

(4) Includes 281 shares owned jointly with Mr. Allen’s spouse.

5

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

At the 2011 annual meeting, six directors are to be elected. In January 2010 the Board amended our bylaws to phase out our classified board. As a result, the term of office for directors elected at the 2011 annual meeting and in future elections will be one year.

The term of office of six of our directors expires at this annual meeting. The Board’s nominees for election are Mel G. Brekhus, Eugenio Clariond, Sam Coats, Thomas R. Ransdell, Robert D. Rogers and Ronald G. Steinhart, who are standing for re-election. Each nominee has consented to being named in this proxy statement and to serving as a director if elected.

Our Corporate Governance Guidelines provide that a director will not be nominated for election after his or her 75^th birthday, although a waiver may be granted by the Board. Mr. Rogers is age 75, and the Board has granted a waiver of this limitation.

The proxies solicited hereby cannot be voted for more than six nominees. Unless otherwise indicated, all proxies will be voted for the election of the Board’s nominees. If any of the Board’s nominees are not available for election as a result of unforeseen circumstances, it is the intention of the proxy holders to vote for the election of such substitute nominee, if any, as the Board of Directors may propose.

Director Qualifications

The Board believes that there are general qualifications for service on the Board that are applicable to all directors. Directors should have demonstrated a keen sense of ethics, strength of character, an inquiring and independent mind, exceptional ability, mature judgment and practical wisdom. They should be committed to serving on the Board for an extended period of time, have an interest in learning about all aspects of the Company, and be willing to devote time and energy to the Company beyond just attending Board meetings. The Board looks for individuals who will be effective, in conjunction with other directors, in collectively serving the long-term interests of our shareholders and who will complement the existing Board in experience, gender or nationality.

The Board believes that there are other individual attributes that should be represented on the Board by one or more directors but not necessarily by all directors. These include leadership experience in large, complex and diverse organizations, experience in the cement, aggregates and concrete industry, a strong background in financial or accounting matters, experience in strategic planning, experience in personnel management and business skills in other areas of direct value to the Company. In the biographies of our directors below, we identify the attributes of each director that the Board considers important to be represented on the Board.

Nominees for Director

The following are nominees for election as directors to serve a one-year term of office expiring at the 2012 annual meeting of shareholders or until their respective successors have been elected and qualified.

Mel G. Brekhus, age 62, has been a director since 2004. He has been President and Chief Executive Officer of the Company since June 1, 2004. He has been with the Company for over 20 years, rising through various management positions in the cement, aggregate and concrete business until attaining his current position. Mr. Brekhus has over 38 years of experience in engineering, operating and management roles in the cement industry. He held positions as technical services engineer, cement plant chemist, cement plant process engineer and cement plant manager at plants in four different states before joining the management team of the Company.

6

His professional affiliations include the Portland Cement Association, where he is Past Chairman and presently a Director.

As a result of the positions and experience described above, Mr. Brekhus has leadership experience with our Company and with other large, complex and diverse organizations, a long history of experience in the cement, aggregates and concrete industry, and experience in strategic planning.

Eugenio Clariond, age 67, has been a director since 2009. He also served as a director from 1998 until 2005. He has been Chairman of Grupo Cuprum (aluminum products), Monterrey, Mexico, since November 2010. He was Chairman of Verzatec, S.A. (aluminum and plastic construction products), Monterrey, Mexico, from 2004 until November 2010. He was Chairman of the Board and Chief Executive Officer of Grupo IMSA, S.A. (steel processor, auto parts, aluminum and plastic construction products), Monterrey, Mexico, from 1981 until his retirement in December 2006. He is currently a director of Johnson Controls, Inc., Navistar (International) Corp., Grupo Financiero Banorte S.A., and Mexichem, S.A. During the last five years, Mr. Clariond has also been a director of Chaparral Steel Company and The Mexico Fund Inc. Mr. Clariond has been Chairman of the Mexican Fund for Nature Conservancy, and a founding member and past Vice-Chairman of the World Business Council for Sustainable Development. He is Chairman of the United States-Mexico Business Committee of the Mexican Business Council for Foreign Trade. He is also a director of Monterrey Tech, the Center of Studies from the Private Sector for Sustainable Development, and Bat Conservation International. He is on the Advisory Board of the McCombs School of Business at the University of Texas at Austin, the Harte Research Institute for Gulf of Mexico Studies and the Jacobs School of Engineering of the University of California at San Diego.

As a result of the positions and experience described above, Mr. Clariond has leadership experience with large, complex and diverse organizations, and in strategic planning. His years of service on other public company boards provide him with additional perspectives from which to view the Company’s operations and the Board’s activities.

Sam Coats, age 70, has been a director since 2005. He has been a business and aviation consultant since March 2006. He was President and Chief Executive Officer of Schlotzsky’s, Inc. (fast casual dining restaurants) and S.I. Restructuring, Inc. from June 2004 until March 2006. Schlotzsky’s, Inc. recruited Mr. Coats to restructure the company and, as a part thereof, it filed under chapter 11 of the Bankruptcy Code in August 2004, from which it has emerged as a successful, growing company. During his career, Mr. Coats has been President and Chief Executive Officer of several companies, including Sammons Travel Group (package tour operator), PROS Revenue Management, Inc. (the world’s leading provider of airline revenue management software systems), and Trinity Texas Corporation (real estate development, quick lubrication centers, oil and gas). Mr. Coats has also served as President of Muse Air Corporation until its acquisition by Southwest Airlines Company, and he has held senior management positions with Southwest Airlines Company, Continental Airlines, Inc., Braniff Airways, Inc. and Texas International Airlines, Inc. He has also practiced law with a major Dallas law firm and served as a member of the Texas legislature. During the last five years, Mr. Coats has also been a director of Safety-Kleen, Inc. Mr. Coats is active in civic affairs and serves on the boards of a number of non-profit organizations, including the Valley International Airport in Harlingen, Texas, the Dallas Central Appraisal District, The Plan Fund (a micro lender to clients without access to traditional sources of capital) and Central Dallas Community Development Corporation (dedicated to providing affordable housing to low-income clients and permanent housing to the homeless).

As a result of the positions and experience described above, Mr. Coats has leadership experience with several large, complex and diverse organizations, experience in strategic planning and governmental and political matters. His years of service on the boards of other public companies provide him with additional perspectives from which to view the Company’s operations and the Board’s activities.

Thomas R. Ransdell, age 69, has been a director since 2005. He has managed private investments since July 2004. He has over 37 years of experience in engineering, operating and management roles in the aggregates industry. He served in various management positions with Vulcan Materials Company (largest domestic producer

7

of aggregates) for over 26 years until his retirement in 2004, rising from the position of Vice President/Texas to President of the Southwest Division. During his tenure with Vulcan, he also served as President and Chief Executive Officer of two international joint venture companies, Calizas Industriales del Carmen and Vulica Shipping Company, which marketed high quality limestone products and provided deep water shipping services. He also spent eleven years in various engineering and management positions in the aggregate operations of Texas Industries, Inc. from 1967 through 1978. His professional affiliations include serving as past Chairman of the National Slag Association and the Texas Aggregate and Concrete Association. He is currently a director of the Cancer Therapy and Research Center Foundation.

As a result of the positions and experience described above, Mr. Ransdell has leadership experience with our Company and another large, complex and diverse organization, a long history of experience in the aggregates industry, and experience in strategic planning.

Robert D. Rogers, age 75, has been a director since 1970. He has been Chairman of the Board of the Company since October 2004. He was President and Chief Executive Officer of the Company for over 34 years until his retirement from that position on May 31, 2004. He is currently a director of Adams Golf, Inc. During the last five years, Mr. Rogers has also been a director of Con-Way Inc. He is also a director of the National Recreation Foundation and a member of the Executive Board of the SMU Cox School of Business. Mr. Rogers is a former Chairman of the Federal Reserve Bank of Dallas, Chairman of the Greater Dallas Chamber of Commerce and director of the American Business Conference.

As a result of the positions and experience described above, Mr. Rogers has leadership experience with our Company and other large, complex and diverse organizations, a long history of experience in the cement, aggregates and concrete industry, and experience in strategic planning. His years of service on other public company boards provide him with additional perspectives from which to view the Company’s operations and the Board’s activities.

Ronald G. Steinhart, age 71, has been a director since 2007. He retired in 2000 as Chairman and Chief Executive Officer of the Commercial Banking Group of Bank One Corporation (commercial banking), a position he had held since 1996. He has over 37 years of experience in the financial services industry. He led a group of investors that established Team Bank (commercial banking) in 1988 and served as its Chairman and Chief Executive Officer until it merged with Bank One Texas in 1992. He was President and Chief Operating Officer of Bank One Texas through 1996. He is also a former President and Chief Operating Officer of InterFirst Corporation (commercial bank holding company), prior to which he teamed with investors to charter or purchase six other banks. He is a current director of Penske Automotive Group, Inc.and Susser Holdings Corporation, and a trustee of the MFS/Compass Group of mutual funds. During the last five years, Mr. Steinhart has been a director of Animal Health International, Inc.and Penson Worldwide, Inc. Mr. Steinhart is an Advisory Board Member of the McCombs School of Business at the University of Texas at Austin. Among the civic positions in which he has served are Chairman of the Board of Trustees of the Teacher Retirement System of Texas, Chairman of the Housing Authority of the City of Dallas, Chairman of the United Way of Metropolitan Dallas, President of the Federal Advisory Council of the Federal Reserve System, Chairman of the Dallas Citizens Council, and Regent of the Lamar University System.

As a result of the positions and experience described above, Mr. Steinhart has leadership experience with several large, complex and diverse organizations, a strong background in financial and accounting matters, experience in strategic planning and governmental and political matters. His years of service on the boards of other public companies provide him with additional perspectives from which to view the Company’s operations and the Board’s activities.

Your Board of Directors unanimously recommends that you vote FOR all of the nominees listed above.

8

Continuing Directors

The following directors continue in office after the annual meeting:

John D. Baker, II, age 63, has been a director since 2010 and is serving a term of office that expires in 2012. He has been Executive Chairman of Patriot Transportation Holding, Inc. (a motor carrier of liquid and dry bulk commodities and real estate management and investment company) since October 1, 2010. He was Chief Executive Officer and President of Patriot from February 2008 until October 1, 2010. He was President and Chief Executive Officer of Florida Rock Industries, Inc. (an aggregates, ready-mix concrete and cement company) from 1996 until November 2007. He is currently a director of Patriot Transportation Holding, Inc., Progress Energy, Inc. and Wells Fargo & Company. During the last five years, Mr. Baker has also been a director of Vulcan Materials Company, Hughes Supply, Inc., Wachovia Corp. and Florida Rock Industries, Inc. His professional affiliations include the Florida Concrete and Products Association, where he was a former Chairman.

As a result of the positions and experience described above, Mr. Baker has leadership experience with large, complex and diverse organizations, a long history of experience in the cement, aggregates and concrete industry, and experience in strategic planning. His years of service on other public company boards provide him with additional perspectives from which to view the Company’s operations and the Board’s activities.

Gary L. Pechota, age 61, has been a director since 2009 and is serving a term of office that expires in 2012. He has been President and CEO of DT-Trak Consulting, Inc. (a medical coding, billing and data entry services company) since December 2007. From May 2005 until December 2007, Mr. Pechota was a private investor. Mr. Pechota was the Chief of Staff of the National Indian Gaming Commission from August 2003 until April 2005. Mr. Pechota has 18 years of experience in the cement industry, serving as President and CEO of Dacotah Cement from January 1983 until May 1992, President of Keystone Cement Company from May 1992 until September 1994, President of Giant Cement Company from January 1993 until September 1994, President, CEO and Chairman of Giant Cement Holding, Inc. from September 1994 until November 1999 and President and CEO of Giant Cement Holding, Inc. from November 1999 until December 2001. Mr. Pechota is a former Chairman and member of the Finance Committee of the Portland Cement Association. He is currently a director of Insteel Industries, Inc. and Black Hills Corporation. Mr. Pechota was nominated as a director by Shamrock Activist Value Fund (Shamrock), which owned over 10% of our common stock at the time of the nomination. Pursuant to a written agreement with Mr. Pechota, Shamrock agreed to (a) provide Mr. Pechota $50,000 as compensation for acting as a Shamrock nominee, (b) reimburse Mr. Pechota for the out-of-pocket expenses incurred by him in connection with serving as a Shamrock nominee, (c) indemnify Mr. Pechota in connection therewith, subject to certain limitations, and (d) pay the reasonable fees and expenses of one legal counsel (up to $20,000 unless Shamrock consented to pay any additional amounts).

As a result of the positions and experience described above, Mr. Pechota has leadership experience with large, complex and diverse organizations, a long history of experience in the cement, aggregates and concrete industry, a strong background in financial and accounting matters and experience in strategic planning. His years of service on other public company boards provide him with additional perspectives from which to view the Company’s operations and the Board’s activities.

Dorothy C. Weaver, age 64, has been a director since 2010 and is serving a term of office that expires in 2012. She has been Chairman and Chief Executive Officer of Collins Capital Investments, LLC (an investment management company managing multi-manager, multi-strategy funds of hedge funds) since 1995. Prior to that she was President of Intercap Investments, Inc. (a residential and commercial real estate investment firm) for approximately six years. Ms. Weaver is a director of Austin Industries and was formerly a director of Coldwell Banker. She is a former Chairman of the Board of the Federal Reserve Bank of Miami. She has also served as Chairman of the Governor’s Council of Economic Advisors for the State of Florida, and was a founding director of Enterprise Florida, a public-private partnership that replaced Florida’s Department of Commerce. Among the many other civic positions in which she has served are Chairman of the Greater Miami Chamber of Commerce,

9

Chairman of the Strategic Planning Committee of Workforce Florida, Inc., Chairman of the Workforce Development Committee of the Governor’s Blue Ribbon Commission on Education and a member of the board of trustees and the executive committee of Wellesley College.

As a result of the positions and experience described above, Ms. Weaver has a strong background in financial and accounting matters, and experience in strategic planning and governmental and political matters.

10

BOARD OF DIRECTORS AND ITS STANDING COMMITTEES

Board of Directors

The Board of Directors currently has nine members. In fiscal year 2011, the Board of Directors held seven meetings. Each incumbent director attended more than 75% of all meetings of the Board of Directors and the committees on which he served during fiscal year 2011. We do not have a formal policy regarding director attendance at annual meetings of shareholders, but we encourage each director to attend each annual meeting of shareholders. All directors attended the 2010 annual meeting of shareholders.

The Board of Directors has three standing committees that are described below.

Audit Committee

The audit committee, which met eight times in fiscal year 2010, is currently comprised of Mr. Steinhart (Chair), Mr. Baker, Mr. Pechota and Ms. Weaver. In the business judgment of the Board, each of these directors is financially literate and has been designated by the Board of Directors as an “audit committee financial expert” as defined by the Securities and Exchange Commission. In the business judgment of the Board, each has the accounting or related financial management experience required of at least one member under the New York Stock Exchange Listed Company Manual.

The committee selects, evaluates and oversees our independent auditors, and provides oversight on matters relating to our corporate accounting, financial reporting, internal control and disclosure practices. In addition, the committee reviews our audited financial statements and quarterly financial statements with management and independent auditors, recommends whether the annual audited financial statements should be included in our Annual Report on Form 10-K and prepares a report to shareholders to be included in this Proxy Statement.

Compensation Committee

The compensation committee, which met five times in fiscal year 2011, is currently comprised of Mr. Coats (Chair), Mr. Baker, Mr. Pechota and Mr. Ransdell. The committee reviews the performance of our officers, reviews and approves the salaries and other compensation of the Chief Executive Officer (except the base compensation of the Chief Executive Officer must be approved by the independent directors following the recommendation of the compensation committee), the Chief Operating Officer and all Vice Presidents who report to either of them, reviews the salaries and other compensation of our other officers, recommends incentive goals to be achieved under incentive compensation plans and reviews the results and approves payments under the plans. The committee recommends variable contributions to our 401(k) plan, recommends incentive compensation and equity based plans to the Board, reviews, approves and administers incentive plans in which our executive officers participate and all equity based plans, and reviews and recommends director compensation. The committee may also advise the Board generally with regard to other compensation and employee benefit matters. The committee may delegate any of its responsibilities and duties to one or more members of the committee except to the extent such delegation would be inconsistent with the requirements of the securities laws or the listing rules of the New York Stock Exchange.

Governance Committee

The governance committee, which met four times in fiscal year 2010, is comprised of Mr. Clariond (Chair), Mr. Ransdell and Ms. Weaver. The committee assists the Board of Directors in identifying individuals qualified to become directors and recommends to the Board the nominees for election as directors at the next annual meeting of shareholders. The committee also assists the Board in determining the composition and structure of the Board and its committees, selection of committee members, developing and implementing our corporate governance guidelines, considering other corporate governance issues, reviewing and considering conflicts of interest and related person transactions involving directors or executive officers and overseeing the evaluation of the Board of Directors and its committees.

11

CORPORATE GOVERNANCE

Director Independence

The Board of Directors has determined that all current directors other than Mr. Brekhus and Mr. Rogers are independent. The Board based its determination on the independence standards described in the Listed Company Manual of the New York Stock Exchange. In determining the independence of Mr. Baker and Ms. Weaver, the Board considered Mr. Baker’s position as a director of Wells Fargo & Co., a lender in our senior credit facility, and Ms. Weaver’s position as a director of Austin Industries, one of our large customers.

Mr. Brekhus and Mr. Rogers are not independent because Mr. Brekhus is our President and Chief Executive Officer and Mr. Rogers’ son, James B. Rogers, is our Vice President and Chief Operating Officer. Even though these directors are not independent, the Board of Directors believes that their wealth of experience and knowledge about the Company and its industry contributes greatly to the Board.

Currently, all members of the audit, compensation and governance committees are independent directors.

Our non-management directors and independent directors hold executive sessions in accordance with the New York Stock Exchange Listed Company Manual. Our Chairman of the Board presides at executive sessions of the non-management directors and our lead independent director presides at the executive sessions of the independent directors.

Board Leadership Structure

The Board establishes its leadership structure and fills the various roles with directors they believe are best suited at the time for the roles. Although the Board has the flexibility under its corporate governance documents to select the leadership structure it believes is appropriate from time to time, the roles of Chairman of the Board and Chief Executive Officer have been separated for over 40 years. The Board believes this is currently the optimal structure for providing leadership that is both independent in its oversight of management and closely attuned to our specific business. However, the Board understands that the environment in which we operate is dynamic, and the appropriate structure may change from time to time. The Board’s oversight of risk management has not been a significant factor in determining the current Board leadership structure.

Since the Chairman of the Board is not an independent director, the Board elected Ronald G. Steinhart as lead independent director. The lead independent director is authorized to call meetings of the independent directors, preside at executive sessions and meetings of the independent directors, and review the agenda for Board meetings.

Board Risk Oversight

The Board has overall responsibility for oversight of risk management. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Appropriate risk taking is an essential element in the success of any business enterprise. Therefore its oversight process is focused on reviewing with management risk assessment, risk mitigation and risk response.

The Board delegates certain responsibilities to committees to assist in fulfilling its risk oversight responsibilities. The Audit Committee focuses on financial and compliance risk. Financial risk involves areas such as our financial statements, financial reporting processes, internal control environment, internal audit, and accounting and legal matters. Compliance risk involves areas such as health, safety and the environment. The Compensation Committee evaluates risks associated with our compensation programs. The Governance Committee monitors risks associated with management succession planning and related party transactions.

12

Codes of Ethics, Corporate Governance Guidelines and Committee Charters

We have an ethical business conduct policy applicable to our directors, officers and employees. Our Board of Directors has also adopted a code of ethics applicable to our chief executive officer, chief financial officer and other senior accounting officers.

Our Board has adopted corporate governance guidelines and written charters governing the audit, compensation and governance committees.

The ethical business conduct policy, code of ethics, corporate governance guidelines and committee charters are available on our website at http://investorrelations.txi.com/governance.cfm. You may also obtain them in print, free of charge, by making a written request to Investor Relations, Texas Industries, Inc., 1341 W. Mockingbird Lane, Suite 700W, Dallas, Texas 75247.

Director Nominations

Under our corporate governance guidelines and the charter of the governance committee, the governance committee identifies nominees for director from various sources, including current directors who are willing to continue service and recommendations of current directors. Shareholders may propose potential nominees (other than self-recommendations) for consideration by the governance committee by submitting the name, qualifications and supporting information to the Secretary of the Company, Texas Industries, Inc., 1341 W. Mockingbird Lane, Dallas, Texas 75247 by the close of business on April 28, 2012. The committee will consider and evaluate persons recommended by shareholders in the same manner as potential nominees identified by the governance committee and the Board of Directors.

In assessing potential director nominees, the committee considers individuals who have demonstrated the general qualifications and one or more of the individual attributes described above under “Election of Directors—Director Qualifications.” The committee will also consider any present or potential conflicts of interest and the number of potential nominees in relation to the number of directors to be elected. Nominees must also be willing to devote sufficient time and effort in carrying out their duties and responsibilities effectively, and should be committed to serving on the Board for an extended period of time. Although the committee does not have a formal policy on diversity, it considers diversity of experience, gender and nationality important because a variety of points of view based on a variety of experiences contributes to effective decision making. In considering candidates, the committee considers the entirety of each candidate’s credentials in the context of these standards.

In addition to proposing nominees for consideration of the governance committee, shareholders may nominate persons for election as director. Such nominations must be submitted to the Secretary of the Company at our principal executive offices not earlier than the close of business on June 14, 2012 and not later than the close of business on July 14, 2012. This submission must contain as to each nominee, (i) all information that would be required to be disclosed in a proxy statement with respect to the election of directors pursuant to the Securities Exchange Act of 1934, as amended; (ii) the written consent of each nominee to serve as a director, if so elected; (iii) a description of all monetary arrangements and other material relationships between the shareholder and the nominee; and (iv) the nominee’s completed questionnaire, representation and agreement required by section 11 of our bylaws. As to the shareholder giving notice and any beneficial owner on whose behalf the nomination is made, the submission must contain (i) the name and address of such shareholder and beneficial owner, (ii) information about ownership and certain other interests in our capital stock; and (iii) certain additional information required by section 8 of our bylaws. The nominations must comply with all requirements of our bylaws.

13

Communications with Directors

Shareholders and other interested parties may communicate directly with the Board of Directors, the non-management directors or any particular director by sending written correspondence to the attention of the desired person or persons in care of the General Counsel as follows:

• by letter addressed to Texas Industries, Inc., 1341 W. Mockingbird Lane, Suite 700W, Dallas, Texas 75247, or

• anonymously by email at txi@openboard.info.

The written communications will be forwarded to the person or persons addressed unless the communications are considered, in the reasonable judgment of the General Counsel, to be inappropriate. Examples of inappropriate communications include customer complaints, solicitations, and communications that do not relate to our business or that relate to improper or irrelevant topics.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, the members of our compensation committee included the current members as well as Ronald G. Steinhart, whose term on the Committee expired in October 2010, and Marjorie L. Bowen, who was a member until she resigned in July 2010. No such member is or has been an officer or employee of the Company or its subsidiaries. None of our executive officers served as a member of the compensation committee (or other board committee performing similar functions, or in the absence of any such committee, the entire board of directors) of another corporation, one of whose executive officers served on our compensation committee or as our director. None of our executive officers served as a director of another corporation, one of whose executive officers served on our compensation committee.

Related Person Transactions and Other Relationships

Our corporate governance guidelines contain our policies and procedures for review, approval or ratification of related person transactions. The related person transactions to which these policies and procedures apply are those for which disclosures would be required by Item 404 of Regulation S-K of the Securities and Exchange Commission.

If an actual or potential related person transaction arises for a director or executive officer, the director or executive officer must promptly inform the governance committee. A proposed transaction of which the committee has notice may be consummated only after it has been submitted to the committee for consideration and the committee concludes in good faith that it is in, or not inconsistent with, our best interests and those of our shareholders.

If a director or executive officer becomes aware of a related person transaction that has not been previously approved or ratified, it must be submitted to the governance committee. If the transaction is ongoing, the committee will evaluate all reasonable options, including ratification, amendment or termination. If the transaction is completed, the committee will evaluate whether rescission of the transaction is appropriate.

Mr. Robert D. Rogers, our Chairman of the Board, is the father of James B. Rogers, who was our Vice President-Consumer Products during fiscal year 2011, and is now our Vice President and Chief Operating Officer. In fiscal year 2011, we paid Mr. James B. Rogers $218,500 in salary and granted him 13,000 stock options on the same date and at the same exercise price as other executive officers.

In fiscal year 2011, we paid Richard G. Rogers the sum of $317,273 for legal fees and expenses related to his representation of us in a land condemnation proceeding. The condemning authority had originally offered us $1.0 million for approximately 40 acres of undeveloped land in central Texas. Richard Rogers, who specializes in

14

condemnation law, represented us in a proceeding before special commissioners who awarded us $2.571 million in damages. The condemning authority has appealed the award. Richard Rogers is the brother of Robert Rogers, our Chairman of the Board, and the uncle of James Rogers, our Vice President and Chief Operating Officer.

We know of no other reportable related person transaction that occurred since June 1, 2010, the beginning of our last fiscal year.

15

DIRECTOR COMPENSATION

Directors’ compensation is determined by the Board of Directors after receiving the recommendation of the compensation committee. The compensation committee periodically reviews the compensation of directors. Before recommending any change in compensation of directors, the compensation committee reviews information obtained from the proxy statements of a peer group and published surveys. In fiscal year 2011, the peer group consisted of Ameron International, Astec Industries, Inc., Compass Minerals International, Inc., Eagle Materials, Inc., Gibraltar Industries, Inc., Headwaters, Inc., Insituform Technologies, Layne Christensen Company, Martin Marietta Materials, Meritage Homes Corporation, MYR Group, Noranda Aluminum, Primoris Services Corp., Trinity Industries, Inc., and Vulcan Materials Company.

Non-employee directors received an annual fee of $36,000 during fiscal year 2011. Due to the continuing impact of depressed construction activity on our performance and prospects, for fiscal year 2011 the Board of Directors continued the 10% reduction in the annual fee from the 2009 level. The Board will periodically review when to raise the fee back to at least its 2009 level. The chairman of the audit committee receives an additional annual fee of $10,000, and other members of the committee receive an additional annual fee of $2,000. The lead director and the chairmen of the compensation and governance committees each receive an additional annual fee of $5,000. Each member of the compensation and governance committees receives an additional annual fee of $1,000.

The Chairman of the Board receives an annual grant of 2,500 restricted shares of common stock and each other non-employee director receives an annual grant of 1,000 restricted shares of common stock. One-third of the restricted shares will vest at the next annual shareholders meeting after the date of grant. Another one-third vests at each of the next two annual shareholders meetings so that 100% of the restricted stock is vested after the third annual shareholders meeting after the date of grant. In addition, all unvested restricted shares will vest upon the death or disability of the director or on the date of an annual shareholders’ meeting at which the director is not re-elected upon the expiration of his term of office. Upon any other termination of a director’s service, any unvested restricted shares will be forfeited and transferred back to the Company.

Pursuant to the Deferred Compensation Plan for Directors, directors may defer all or any part of their annual fees by delivering a written election to defer prior to the year during which he or she wishes to defer receipt of the fees. A director’s deferred account balance is denominated in shares of our common stock by crediting to the account the number of shares of common stock determined by dividing the deferred amount of compensation by the average market price of the common stock for the thirty trading days prior to the first day of the year in which the deferred amount would otherwise be paid. Cash dividends are credited to the account in the form of common stock at a value equal to the fair market value of the stock on the date of payment of the cash dividend. The account balance will be distributed in shares of common stock on the earlier of the date, if any, elected by the director in the written election to defer, and the date on which he ceases to serve as a director.

We will make an annual charitable contribution of up to $10,000 to a charity or charities designated by each non-employee director. We also reimburse directors for travel, lodging and related expenses they incur in attending Board and committee meetings.

16

The following table provides information about the compensation paid to our non-employee directors during fiscal year 2011. No compensation was paid to any other non-employee director during the last fiscal year.

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		All Other Compensation(2) ($)			Total ($)
John D. Baker, II		48,375		40,855		10,000			99,230
Eugenio Clariond		40,500		40,855		10,000			91,355
Sam Coats		40,500		40,855		10,000			91,355
Gary L. Pechota		38,700		40,855		10,000	��		89,555
Thomas R. Ransdell		37,800		40,855		10,000			88,655
Robert D. Rogers		36,000		102,138		10,000			148,138
Ronald G. Steinhart		49,500		40,855		10,000			100,355
Dorothy C. Weaver		48,375		40,855		10,000			99,230

(1) The amount shown is the grant date fair value of the only stock award received during the fiscal year. Assumptions used in determining the value of stock awards are set forth in Note 1 to the Consolidated Financial Statements in our 2011 Annual Report to Shareholders.

The number of shares of stock underlying awards outstanding at May 31, 2011 for each director is as follows:

Name	Restricted Stock Awards		Stock Option Awards
John D. Baker, II		1,000		—
Eugenio Clariond		2,000		—
Sam Coats		2,000		—
Gary L. Pechota		1,667		—
Thomas R. Ransdell		2,000		—
Robert D. Rogers		5,000		6,666
Ronald G. Steinhart		2,000		—
Dorothy C. Weaver		1,000		—

(2) For fiscal year 2011, we made $10,000 contributions to charities designated by each director. Such contributions totaled $80,000.

17

COMPENSATION DISCUSSION AND ANALYSIS

In this discussion and analysis, we refer to the compensation committee as the Committee, the President and Chief Executive Officer as the CEO, and the executive officers named in the Summary Compensation Table as the named executives.

Summary.

The compensation program for our named executives is designed to attract and retain a highly qualified and productive management team, to motivate the achievement of our financial goals by paying for performance and to align management’s interest with the interest of our shareholders. The program’s principal elements of compensation include base salary, annual and long-term cash incentives, equity-based long-term incentives and retirement arrangements.

In fiscal years 2009 and 2010 the construction industry was in recession, and in 2011 it remained at depressed levels even as the general economy slowly improved. As a result, we incurred financial losses in each of the past three years. Consistent with the terms of our annual and long-term cash incentive plans, which are designed to pay for performance, neither the President and Chief Executive Officer nor the other named executives received any annual or long-term cash incentive payments for the past three years. In addition, our CEO has not been granted a salary increase since calendar year 2007 and our other named executives since calendar year 2008. To the contrary, in both fiscal year 2010 and 2011, the base salary of the President and Chief Executive Officer was reduced by 10%, and the salaries of the other named executives by 5%. The salary reductions have continued into fiscal year 2012. Over the same time period, our equity-based incentives were comprised of stock option grants that have been based on the consistent application of long-standing guidelines.

Objectives.

The objectives of our management compensation program are to:

• attract and retain highly qualified and productive individuals on our management team for long and productive careers;

• motivate our management team to achieve annual and long-term financial goals of the Company by fostering a pay for performance culture; and

• align our management team’s interest with the investment interest of our shareholders in creation of long-term shareholder value.

Guiding Principles.

The following principles guide us in seeking to achieve these objectives:

• target compensation at levels that should be competitive in the markets in which we compete for management talent;

• emphasize pay for performance by linking a substantial portion of our officers’ total target compensation to our performance;

• pay performance-based compensation only when specific goals are achieved; and

• encourage our officers to own our stock.

Elements of Compensation.

Based on this framework, we provide the following principal elements of compensation for our officers, including the named executives:

• fixed base salary,

• variable performance-based incentive compensation, including annual and long-term cash incentives and long-term equity based incentives,

18

• retirement and post-employment arrangements, and

• perquisites and other benefits.

Typically over half of our CEO’s target cash compensation is comprised of variable performance-based compensation. Our other named executives’ target variable cash compensation is in a similar, though somewhat lower, range. Since our equity based compensation is currently comprised entirely of stock options, our officers receive equity based variable compensation only if our stock price appreciates after the date the options are granted. We believe that this mix of fixed and variable compensation is an essential part of the design of a compensation program that meets our objectives. It provides the ability to attract, retain and motivate executives by providing predictable fixed income to meet current living requirements and significant variable compensation opportunities for long term wealth accumulation. At the same time, the variable component of compensation motivates executives to achieve results that should enhance shareholder value.

Salary. Salary is our basic element of compensation. It is the building block upon which our variable compensation and our retirement plans are based. Salary provides a stable and fixed level of compensation that is necessary to attract an officer to our management team. It also serves as a retention tool throughout his or her career.

We determine salaries of our officers on an individual basis. We consider subjective factors such as the officer’s role and responsibilities, unique skills, individual performance, future potential and internal pay equity, as well as more objective factors such as compensation survey information and Company performance. Quantitative relative weights are not assigned to the different factors, nor is a mathematical formula followed.

The Committee reviews salaries periodically, normally annually. As a general practice, salaries are adjusted for the CEO upon renewal of his employment contract and for the other named executives bi-annually. Salaries may be adjusted more frequently in unusual circumstances such as a promotion, exceptional individual performance or a change in the Company’s performance and prospects.

In their periodic salary reviews, the Committee and the CEO review the five-year compensation history of each officer, including gains upon the exercise of stock options. They also review compensation survey data to confirm that officers’ salaries and total compensation were competitive and that the differences among officers were in line with market practices. The CEO discusses with the Committee his views on the role, responsibilities, performance and potential of each officer, and he recommends salary increases for the officers. Based on the information reviewed, the subjective information provided by the CEO, the Committee members’ knowledge of the individual officers and the Company’s performance and prospects, the Committee makes subjective decisions in approving the increases.

Neither the CEO nor any of the other named executives were considered for salary increases during fiscal year 2011. Instead, the CEO volunteered to take a 10% reduction in salary and the other named executives volunteered to take a 5% reduction in fiscal year 2010. These reductions continued through fiscal year 2011. Due to the continuing negative impact on us of depressed levels of construction activity, the Board has elected to extend the salary reductions into fiscal year 2012. The Board periodically reviews when to restore the salaries of the affected officers back to at least their 2009 levels.

Performance-Based Incentives.Our performance-based incentive compensation includes annual and long-term cash incentives and long-term equity based incentives. We believe that these incentives promote our objectives in the following ways:

• our annual cash incentives encourage teamwork and focus employees’ work on short-term results that are key to our long-term business success;

• our long-term cash incentives create a focus on our long-term growth and profitability;

19

• our equity-based incentives encourage employees to invest in our common stock, which fosters employees’ loyalty and increases their interest in our business and success;

• all our incentives strengthen our ability to attract, motivate and retain executives with the superior capability required to achieve our business objectives in an intensely competitive environment.

Our annual and long-term cash incentives are paid only when specific goals are achieved. Our equity based incentives (i.e., stock options) are of value only when our common stock price appreciates beyond the price on the date the options are granted.

Cash Incentives. In fiscal year 2011 our annual and long-term cash incentive plans were based on a return on equity objective determined when the plans were first adopted. We used return on equity because it represents a measure that is significant to shareholders, can be readily compared with other companies or industries and is relatively easy to understand and calculate. In determining our objective, the Committee reviewed the long term manufacturing industry average return on equity and the Company’s recent financial results, current financial position and future prospects. Based on this information, the Committee determined an objective that would result in above average return on equity performance. The specific goal was set subjectively at a level the Committee believed would motivate superior performance because it was not easily achieved, but in most years was realistically achievable.

For fiscal year 2011, we established an objective of having an average return on equity that was 25% better than the U.S. manufacturing industry long-term average of 12%. This objective was established after considering all the information described above. While attainment of this goal was considered unlikely due to the impact of the economic recession on our industry, the Committee believed that maintaining the same objective would more closely mirror the interest of our shareholders.

In contrast to salary determinations, an officer’s percentage of participation in our annual and long-term cash incentive plans is based on his or her job level rather than individual performance factors. Our CEO participates at one level in these plans, and our other officers participate at a lower level. We believe that maintaining the same base percentage participation level for all individuals within a job level promotes our objectives by encouraging teamwork and a focus that mirrors the interest of our shareholders.

Based on our financial performance for fiscal year 2011, which was severely impacted by the economic conditions in the construction industry, the minimum thresholds were not achieved, and the CEO and the other named executives did not receive any annual or long-term cash incentive payments for fiscal year 2011.

The Committee may adjust the calculation of annual and long-term incentive plan payments in unusual situations. For fiscal year 2011, no unusual situations arose, thus the Committee did not adjust the calculation.

For a summary of the terms of the annual and the long-term incentive plans and the annual and long-term cash incentives earned by each named executive, see Footnote 2 to the Summary Compensation Table below.

Equity Based Incentives. Stock options are our preferred form of equity based incentive compensation for employees, including our named executives. The Committee believes that stock options provide a strong link to Company performance since the recipient receives no value unless the price of our common stock increases after the date the option is granted.

Named executives are eligible for a stock option award on an annual basis, normally at the January meetings of the Committee and the Board. Our officers do not have a role in selecting the grant date. We also use stock options as part of the compensation package offered to new officers or upon promotion. Typically, these options are granted at the next meeting after the date of hire or promotion. Occasionally, the options are approved at a meeting prior to the date of hire or promotion, but the grant date is then the date of hire or promotion. Awards are priced at the closing price on the grant date.

20

The number of stock options awarded to a named executive is generally determined by dividing his or her base salary by the current stock price and multiplying that result by a multiple between 1.0 and 2.5. In determining the multiple for a named executive, the Committee considers criteria similar to those considered in the determination of the named executive’s salary.

Based on these factors and formulas, the Committee recommended, and the Board approved at its meeting on January 12, 2011, the stock option awards shown in the Grants of Plan Based Awards Table below.

The Committee has no current plans to grant any other type of equity based award to named executives or other employees. However, the Committee has the authority to grant stock appreciation rights, restricted stock and other equity-based awards under our 2004 Omnibus Equity Compensation Plan, or 2004 Equity Plan. From time to time the Committee may review whether other types of awards would be appropriate. It may choose to revise its philosophy on equity based compensation in the future.

We monitor the number of stock option and other awards outstanding, the number of shares outstanding and the rate at which awards are granted under the 2004 Equity Plan. Of the 2.5 million shares reserved for issuance pursuant to the plan, at May 31, 2011, 619,468 shares are available for future awards.

Retirement and Post-Employment Arrangements.To attract and retain superior talent on our management team, we believe it is necessary to provide our officers the means to create retirement security. We developed the executive financial security plans for our officers and certain other managers as a cost effective way to provide a competitive level of retirement income. The executive financial security plans are voluntary non-qualified deferred compensation plans that allow participants, including the named executives, to defer a defined portion of their salaries and to receive retirement income at the times and in the amounts defined in the plans. For a summary of the plans, see footnote (3) to the Summary Compensation Table below.

Our named executives also participate in the TXI Retirement Plan, a tax qualified defined contribution plan available to all employees. The named executives participate on the same terms as other employees. We do not provide qualified defined benefit pension plans for any officers.

Perquisites and Other Benefits. We provide the named executives with perquisites that the Committee believes are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Historically, the named executives were provided use of basic-model company automobiles. In fiscal year 2009, we began converting our basic-model automobile program to an automobile expense allowance of $800 per month as leases for company automobiles expired.

Our named executives participate in other employee benefit plans such as health, life, dental, vision and disability insurance, key employee physical examinations, paid vacation and holiday time, employee assistance program, etc. Except for key employee physical examinations, the named executives participate on the same terms as other employees.

Other Philosophical Elements

Role of Compensation Committee and CEO in Setting Compensation. The Board has authorized the Committee to establish our general compensation policies and evaluate the risks associated with our compensation programs. The Committee members take part in the Board’s review of the performance of the CEO. The Committee also evaluates the corporate goals and objectives relevant to the CEO’s compensation and the survey information described below. The Committee determines and approves the compensation of the CEO other than his base salary. His base salary must be approved by our independent directors after receiving the recommendation of the Committee.

The CEO reviews the performance of the other named executives with the Committee. The Committee approves their salaries and other compensation after receiving the recommendation of the CEO. In so doing, it also considers the general performance of the Company as well as the survey information described below.

21

The Committee recommends to the Board cash incentive and equity-based compensation plans. The Committee also recommends to the Board incentive goals to be achieved under cash incentive compensation plans. Typically, the Committee makes these recommendations after receiving the recommendation of the CEO. The Committee reviews the results and approves the payments required upon attainment of the goals. Although the Committee has the authority to grant stock options, it typically recommends to the Board the number of stock options to award to the CEO and, after receiving the recommendation of the CEO, the other named executives. The Board then acts on the recommendations.

In fiscal year 2011, the Committee conducted an analysis of our short and long-term incentive compensation programs to determine whether the programs are reasonably likely to have a material adverse effect on us. The Committee’s review encompassed a range of design elements and their relationship to risk. Based on that review, the Committee determined that our short and long-term incentive programs are not reasonably likely to have a material adverse effect on us.

Use of Survey Information and Consultants. The Committee’s process includes the review of information from published surveys to help assess the competitive market for executive talent. Survey information reviewed for 2011 compensation purposes included the 2010 Aon Hewitt Total Compensation Measurement Survey of 616 companies, the Mercer Benchmark Survey of 2,850 companies and the Towers/Watson Top Management Compensation survey of 1,637 companies. All officer positions were compared to positions in the Hewitt survey based on prior year sales. We use the other surveys for a limited number of positions to confirm the validity of Hewitt comparisons. Our Human Resources Department compiles the information, which is then presented to the Committee by our Vice President of Human Resources.

The Committee has discontinued the review of the proxy statements of a peer group of companies because consolidation in our industry has decreased the number of public companies to which we are comparable in terms of geography and size.

The Committee did not retain compensation consultants to advise us on our compensation structure for fiscal years 2011 and before, but the charter of the Committee authorizes it to retain compensation consultants whenever the Committee believes it appropriate. The Committee retained Buck Consultants, LLC to review our fiscal year 2011 compensation structure for the purpose of making recommendations on our fiscal year 2012 compensation structure.

Employment Agreements. Our CEO has an employment agreement because our Board believes it is important to evidence the mutual commitment of the Company and the CEO. The agreement is an expression of confidence by the Company and the CEO that is important to many constituencies, including our shareholders, employees, customers and vendors. For a summary of the agreement see “Compensation Tables and Information—Potential Payments Upon Termination or Change in Control—CEO Employment Agreement”.

Our other named executives serve at the will of the Board. We believe that our overall compensation program is a strong retention tool, but consistent with our general philosophy on performance based compensation and employment, we retain discretion as to the terms of any severance arrangement in the event of termination of a named executive’s employment.

Change in Control Arrangements. Our named executives and a small number of other officers have entered into Change in Control Severance Agreements to promote stability and continuity of senior management. The Committee recognizes that the possibility of a change in control exists. Many change in control transactions result in organizational changes, especially at senior levels of management. The resulting uncertainty and questions may result in the departure or distraction of key management personnel to our detriment. The Committee believes that these agreements encourage senior executives to remain employed even though these uncertainties exist, particularly at important times when continued employment may be in doubt. For a summary of the agreements see “Compensation Tables and Information—Potential Payments Upon Termination or Change in Control—Change in Control”.

22

Tax Deductibility of Executive Compensation.Section 162(m) of the Internal Revenue Code makes certain “non-performance based” compensation to the named executives in excess of $1,000,000 non-deductible by the Company. To qualify as “performance-based compensation”, performance goals must be pre-established. Such goals must also be approved by our shareholders before the compensation is paid. In certain situations the Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for our executive officers. However, the Committee generally intends to structure the compensation with its executives to achieve maximum deductibility under Section 162(m) with minimum sacrifices in flexibility and corporate objectives. The Master Performance-Based Incentive Plan described below was designed to comply with the requirements of section 162(m). We expect that annual and long-term incentive payments under that plan will be deductible. In addition, the CEO’s employment agreement requires deferral of certain compensation that would not be deductible by the Company. The long-term incentive plans contain similar provisions.

Stock Ownership Guidelines.We have established stock ownership guidelines for our directors, the CEO, and various levels of Vice Presidents as follows:

Director	5 times annual cash fee
CEO	3 times annual salary
Executive Vice President	2 times annual salary
Corporate Vice President	1 times annual salary
Staff or Operations Vice President	.5 times annual salary

These guidelines are to be achieved in a reasonable period of time. The Committee reviews progress toward or achievement of these guidelines annually. If an officer fails to achieve the guideline level of ownership, the Committee may in its discretion decline to grant further stock options to the officer.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Sam Coats,Chairman

John D. Baker, II,Member

Gary L. Pechota,Member

Thomas R. Ransdell,Member

23

COMPENSATION TABLES AND INFORMATION

The following tables, notes and commentary provide information about the compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers. These five executive officers are referred to as our named executives.

Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Option Awards(1) ($)		Non-Equity Incentive Plan Compen- sation(2) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)		All Other Compen- sation(4) ($)		Total ($)
Mel G. Brekhus		2011		540,000		462,000		—		117,023		18,007		1,137,030
President and Chief Executive Officer		2010		540,000		420,750		—		526,462		16,072		1,503,284
		2009		600,000		312,200		—		315,460		16,823		1,244,483
Kenneth R. Allen(5)		2011		261,250		240,240		—		230,078		17,578		749,146
Vice President-Finance & Chief Financial Officer		2010		261,250		252,450		—		205,896		18,418		738,014
		2009		263,153		286,420		—		22,615		17,910		590,098
J. Lynn Davis		2011		251,750		203,280		—		404,365		16,295		875,690
Vice President-Cement		2010		251,750		218,790		—		396,078		14,683		881,301
		2009		260,192		133,800		—		97,849		15,411		507,252
Frederick G. Anderson		2011		289,750		240,240		—		212,524		17,698		760,212
Vice President, General Counsel and Secretary		2010		289,750		252,450		—		265,211		20,155		827,566
		2009		305,000		160,560		—		84,416		17,239		567,215
Stephen D. Mayfield(6)		2011		232,750		240,240		—		137,920		9,685		620,595
Vice President-Aggregates		2010		232,750		201,960		—		140,677		11,923		587,310
		2009		242,692		124,880		—		24,440		13,195		405,207

(1) All awards to named executives are stock option awards. Stock options are awarded under our 2004 Omnibus Equity Compensation Plan and become exercisable, or vest, in amounts and at times designated at the time of award. Stock options granted to our named executives vest in annual installments of 20% over a five-year period, subject to acceleration upon the occurrence of certain events such as a change in control. They expire ten years from the grant date. Until the stock options are exercised, participants do not receive dividends or dividend equivalents or have any voting rights with respect to the shares of common stock underlying the stock options.

Assumptions used in determining the value of stock option awards are set forth in Note 6 to the Consolidated Financial Statements in our 2010 Annual Report to Shareholders.

(2) Master Performance Based Incentive Plan.Our Master Performance-Based Incentive Plan, or Master Incentive Plan, authorizes the Committee to adopt annual and long-term incentive plans that will reward participants if the Company achieves defined performance goals during a specified performance period.

Each annual or long-term incentive plan adopted by the Committee must identify the employees who will participate in the plan, the performance period, the performance goals that must be achieved and the resulting award payments. Total award payments to any covered officer in a fiscal year may not exceed $5.0 million.

To receive an award payment, a participant must be employed on the last day of the performance period, with limited exceptions. Before payment of any awards, the Committee must certify that the performance goals of the applicable incentive plan were achieved.

24

Annual incentive plan awards are paid in cash. Long-term incentive plan awards are also typically paid in cash. However, the Committee may elect to pay long term incentive awards in any combination of cash, stock or stock equivalents.

All annual incentive plans and long term incentive plans currently in effect were adopted pursuant to the Master Incentive Plan.

Annual Incentive Plan. During fiscal year 2011, most of our employees participated in incentive plans with performance periods of one year or less. The various plans encourage performance that is relevant to the particular group of employees. In fiscal year 2011, our named executives participated in an annual incentive plan that was based on our consolidated financial performance.

For fiscal year 2011, the Committee established an objective of having an average return on equity that was 25% better than the U.S. manufacturing industry long-term average of 12%. Our annual return on equity objective was translated into return-on-assets goals, which allow employees to more easily track progress toward goal achievement. These goals included minimum and target goals. Our return on assets was then translated into a base award percentage. The base award percentage did not reach the minimum target due to the impact of the economic recession. As a result, the named executives did not receive an annual cash incentive payment

Long-Term Incentive Plan. Our named executives and other officers participated in our long-term incentive plan with a performance period of the three fiscal years ended May 31, 2011. Prior to the beginning of the performance period, the Committee established a minimum performance goal of having a 14% consolidated average return on equity for the performance period. Upon achievement of at least the minimum performance goal, each named executive receives a cash incentive payment. The maximum cash incentive payment is paid if we achieve a consolidated average return on equity of 20% or greater during the performance period. At the minimum goal, the CEO’s incentive payment was set at 100% of his base salary, and the other named executives’ incentive payment was set at 50% of their base salaries. At the maximum goal the CEO’s incentive payment was set at 280% of his base salary, and the other named executives’ maximum incentive payment was set at 140% of their base salaries. We did not achieve the minimum consolidated average return on equity goal for the performance period due to the impact of the depressed construction economy. As a result, the named executives did not receive a long-term cash incentive payment.

(3) These amounts represent the increase in fiscal year 2011 in the actuarial present value of accumulated benefits under our executive financial security plans. These are nonqualified plans in which participation is voluntary. The plans require deferral of a portion of a participant’s salary and provide retirement, death and disability benefits to participants. A participant becomes vested after five years of participation, upon death or disability, or in certain circumstances after a change in control. The normal benefits payable to a vested participant at age 65 are:

• an annual retirement benefit of 45% of covered annual salary payable in equal monthly installments each year for the participant’s life, with a 15-year certain benefit, and

• a death benefit payable to the participant’s beneficiaries equal to 25% of the participant’s covered annual salary.

Vested participants that are 55 or older may retire early with reduced benefits. For benefits that accrued prior to January 1, 2005, benefits become payable at age 65 and are reduced pro rata based on the reduced time of participation. For benefits that accrued on or after January 1, 2005, benefits become payable immediately upon early retirement, are reduced pro rata based on the reduced time of participation and, with respect to the retirement benefit, are further reduced by an actuarial reduction of .004166 for each month between the participant’s early retirement date and his or her 65th birthday.

If a participant dies while still employed, the beneficiary will receive the greater of (i) 100% of the participant’s covered annual salary for the first year and 50% for each of the next nine years or, if longer,

25

until the participant would have been 65, or (ii) if the participant was eligible for early retirement at the date of death, early retirement benefits. If a participant is disabled for six continuous months, the participant’s salary deferrals are waived but are deemed to have been made for all other purposes.

If the employment of a participant is terminated by us within two years after a change in control or by the participant within one year after a change in control, a participant will be deemed to be fully vested. A participant who has reached age 55 will receive benefits as if he had reached age 65 and retired. A participant who has not reached age 55 will have five years added to his service time for purposes of calculating the benefits payable at age 65. The term “change in control” has the same meaning as in the change in control severance agreements. See “Compensation Tables and Information—Retirement and Post Employment Arrangements—Change in Control Severance Agreements” below.

Participants are subject, with certain limits, to a covenant not to compete for two years after their employment terminates. If a participant breaches this covenant, we may, among other things, suspend or terminate payments under the plan.

Certain participants started participating in the plans when some terms were different from the current plans. In these plans, the total retirement benefit at age 65 is a sum between 2.5 and 10 times covered annual salary depending primarily upon age at enrollment. Ninety percent of the total benefit is paid in monthly installments after retirement over a period selected by the participant within certain requirements. Ten percent is paid to the participant’s beneficiary upon the participant’s death. These plans also provide for reduced payments if a participant retires early or terminates employment before retirement. Participants in these plans chose whether to convert to the new form of plan.

Mr. Brekhus chose not to convert his plan. Mr. Allen, Mr. Davis and Mr. Mayfield chose to convert to the new form of plan, and as a result their annual retirement benefit is somewhat higher than 45% of covered annual salary.

New plans became effective January 1, 2005 to comply with Section 409A of the Internal Revenue Code and to make other changes. The prior plans in effect on December 31, 2004 continue to apply to all benefits vested on that date. The changes in the new plans generally did not change the amount of benefits (except the new plans reduced early retirement benefits and some change in control benefits). The new plans require coordination of benefits with prior plans so there is no duplication of benefits.

(4) The amount in this column for each executive includes $7,840 contributed by the Company to the TXI Retirement Plan. All our named executives participate in the TXI Retirement Plan, a tax qualified defined contribution plan available to all employees. The named executives participate on the same terms as other employees. The Company provides an annual contribution of:

• 2% of an employee’s base compensation up to the maximum legally allowable amount, which is paid in cash and distributed proportionally among the investments selected by the employee, and

• a variable matching contribution approved annually by the Committee, which for calendar year 2010 was 20% of an employee’s contributions up to 6% of the employee’s compensation. Half of this contribution is paid in our common stock and half is paid in cash distributed proportionally among the investments selected by the employee.

(5) Mr. Allen became Vice President, Finance and Chief Financial Officer on August 1, 2008.

(6) On June 1, 2011, Mr. Mayfield became the Vice President-Cement/Aggregate Sales and Marketing.

26

Grants of Plan-Based Awards

Name	Grant Date			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						All Other Option Awards: Number of Securities Underlying Options(#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Option Awards ($)
				Threshold ($)		Target ($)		Maximum ($)
Mel G. Brekhus		7-12-11	(1)		108,000		216,000		432,000
		4-13-11	(2)		540,000		1,080,000		1,512,000
		1-12-11	(3)								25,000		40.40		462,000
Kenneth R. Allen		7-12-11	(1)		39,188		78,375		156,750
		4-13-11	(2)		130,625		261,250		365,750
		1-12-11	(3)								13,000		40.40		240,240
J. Lynn Davis		7-12-11	(1)		37,763		75,525		151,050
		4-13-11	(2)		125,875		251,750		352,450
		1-12-11	(3)								11,000		40.40		203,280
Frederick G. Anderson		7-12-11	(1)		43,463		86,925		173,850
		4-13-11	(2)		144,875		289,750		405,650
		1-12-11	(3)								13,000		40.40		240,240
Stephen D. Mayfield		7-12-11	(1)		34,913		69,825		139,650
		4-13-11	(2)		116,375		232,750		325,850
		1-12-11	(3)								13,000		40.40		240,240

(1) Awards of participation under our 2012 Annual Incentive Plan.

(2) Awards of participation under our Long-Term Incentive Plan for the three year period ending May 31, 2014.

(3) Grants of stock options awarded under our 2004 Omnibus Equity Compensation Plan.

27

Outstanding Equity Awards at Fiscal Year-End

Name	Option Awards								Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Mel G. Brekhus		21,330		0		27.39372		01/16/12
		34,662		0		18.48626		01/15/13
		45,327		0		16.04468		05/15/13
		133,315		0		28.23758		06/01/14
		23,330		0		45.86873		01/11/15
		20,000		0		51.70500		01/18/16
		16,000		4,000		70.18000		01/17/17
		12,000		8,000		50.63000		01/16/18
		14,000		21,000		24.61000		01/14/19
		5,000		20,000		36.15000		01/13/20
		0		25,000		40.40000		01/12/21
Kenneth R. Allen		7,999		0		27.39372		01/16/12
		22,664		0		16.04468		05/15/13
		3,999		0		45.86873		01/11/15
		4,000		0		51.70500		01/18/16
		2,720		680		70.18000		01/17/17
		2,280		1,520		50.63000		01/16/18
		2,400		3,600		48.60000		08/01/18
		6,400		9,600		24.61000		01/14/19
		3,000		12,000		36.15000		01/13/20
		0		13,000		40.40000		01/12/21		750		31,418
J. Lynn Davis		2,933		0		18.48626		01/15/13
		7,466		0		16.04468		05/15/13
		2,480		0		45.86873		01/11/15
		6,400		0		51.70500		01/18/16
		5,600		1,400		70.18000		01/17/17
		4,200		2,800		50.63000		01/16/18
		6,000		9,000		24.61000		01/14/19
		2,600		10,400		36.15000		01/13/20
		0		11,000		40.40000		01/12/21
Frederick G. Anderson		13,331		0		38.33396		11/01/14
		9,732		0		45.86873		01/11/15
		10,000		0		51.70500		01/18/16
		6,400		1,600		70.18000		01/17/17
		5,400		3,600		50.63000		01/16/18
		7,200		10,800		24.61000		01/14/19
		3,000		12,000		36.15000		01/13/20
		0		13,000		40.40000		01/12/21
Stephen D. Mayfield		1,600		0		45.86873		01/11/15
		4,800		0		51.70500		01/18/16
		5,600		1,400		70.18000		01/17/17
		4,200		2,800		50.63000		01/16/18
		5,600		8,400		24.61000		01/14/19
		2,400		9,600		36.15000		01/13/20
		0		13,000		40.40000		01/12/21		643		26,935

(1) 20% of each option award vests annually beginning on the first anniversary of the grant date.

28

Option Exercises and Stock Vested

The following table contains information about stock options exercised by the named executives in fiscal year 2011.

	Option Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)
Mel G. Brekhus		22,130		403,861
Kenneth R. Allen		0		0
J. Lynn Davis		0		0
Frederick G. Anderson		0		0
Stephen D. Mayfield		0		0

Pension Benefits

The following table contains information about pension benefits of the named executives.

Name	Plan Name	Number of Years Credited Service(1) (#)		Present Value of Accumulated Benefit(2) ($)		Payments During Last Fiscal Year ($)
Mel G. Brekhus(3)	Executive Financial Security Plan		21		3,003,927		—
Kenneth R. Allen	Executive Financial Security Plan		19		630,742		—
J. Lynn Davis(3)	Executive Financial Security Plan		34		1,502,247		—
Frederick G. Anderson(3)	Executive Financial Security Plan		6		805,756		—
Stephen D. Mayfield	Executive Financial Security Plan		18		455,884		—

(1) The number of years of service with the Company for each named executive is as follows: Mr. Brekhus—22 years; Mr. Allen—26 years; Mr. Davis—40 years; Mr. Anderson—6 years; and Mr. Mayfield—26 years.

(2) The valuation method and material assumptions applied in quantifying the present value of the current accrued benefit are set forth in Note 7 to Consolidated Financial Statements in our 2011 Annual Report to Shareholders.

(3) Vested participants who have reached age 55 are eligible for early retirement. Mr. Brekhus, Mr. Davis and Mr. Anderson are eligible. See footnote (3) to the Summary Compensation Table above for a summary of the plan’s early retirement benefit formula.

Potential Payments upon Termination or Change-in-Control

Early Retirement. Under our executive financial security plans, our named executives may retire or resign and receive reduced retirement benefits. If each named executive had retired on the last day of our last fiscal year, he would be entitled to receive the following payments:

	Mel G. Brekhus			Kenneth R. Allen			J. Lynn Davis			Frederick G. Anderson			Stephen D. Mayfield
Monthly Payments	$	40,000	(1)	$	7,286	(2)	$	9,888	(3)	$	4,892	(3)	$	5,820	(2)
Death Benefit(4)		455,500			87,996			131,634			32,615			67,663

(1) Monthly payments would begin immediately and continue for 102.5 months.

(2) Monthly payments would not begin until the executive reaches age 65, and would then continue until the latter of his death or the receipt of 180 payments by him and his beneficiary.

29

(3) Monthly payments would begin immediately and continue until the latter of the executive’s death or the receipt of 180 payments by the executive and his beneficiary.

(4) Paid to beneficiary upon the executive’s death.

CEO Employment Agreement. The term of the CEO’s employment agreement extends until May 31, 2013. The agreement provides for a base annual salary of $540,000, which will be increased to $600,000 on the same date that the salaries of the officers who report to Mr. Brekhus are restored to at least their 2009 levels. The CEO will also participate in our annual and three-year incentive compensation plans. The Board may increase the CEO’s compensation from time to time.

To the extent that Section 162(m) of the Internal Revenue Code would limit our deduction of any portion of the CEO’s base annual compensation and incentive compensation, payment of the nondeductible portion of any incentive compensation, plus interest, will be deferred until the deductibility of a payment of some or all of such deferred amount will not be limited by Section 162(m).

If the CEO’s service is terminated for a reason other than cause or an event triggering payment under the change in control severance agreement, he will be paid an amount equal to the total compensation earned in the preceding fiscal year plus all incentive payments that had been previously deferred under his agreement. Cause means any action involving willful malfeasance, gross negligence or gross nonfeasance. The CEO is subject to a covenant not to compete for two years after the termination of his employment. However, if the CEO’s employment is terminated following a change in control of the Company, he will not be subject to the non-competition provisions in his employment agreement or his executive financial security plan.

If Mr. Brekhus’ employment had been terminated without cause on the last day of our last fiscal year, he would have received $540,000 plus previously deferred incentive payments equal to $1,870,375 plus accrued interest.

Change in Control.A limited number of our officers, including our named executives, have entered into Change in Control Severance Agreements. These are “double trigger” agreements. No benefits are payable unless there has been both a change in control and the officer’s employment has been terminated within two years after the change in control, either by us without cause or by the officer for good reason.

If benefits are triggered, we will:

• pay the officer two times his annual base salary and incentive bonuses,

• pay the excise tax, if any, due by the officer under section 4999 of the Internal Revenue Code, and

• provide employee benefits for two years.

Also, all then unvested stock options or stock appreciation rights granted to the officer by the Company will become immediately vested and exercisable.

Until a change in control occurs, the term of the agreement is automatically extended for one additional year on each January 1. If a change in control occurs, the agreement will continue in effect for a period of 24 months after the date of the change in control and will then expire.

The agreements define “change in control” as:

• any person becomes the beneficial owner of our securities representing more than 50% of the combined voting power of our then outstanding securities;

• continuing directors cease for any reason to constitute a majority of our directors;

30

• we merge, consolidate or combine (including an exchange of securities with the security holders of an entity that is a constituent in a transaction) with any other entity, unless our voting securities outstanding immediately prior to the transaction continue to represent at least a majority of the combined voting power of the securities of the Company or the surviving entity;

• we sell, lease or otherwise dispose of substantially all of our assets; or

• any other event or circumstance occurs that results in our filing or being required to file a report or proxy statement with the Securities and Exchange Commission disclosing that a change in control has occurred.

The agreements define “good reason” as:

• a substantial and material adverse alteration in the executive’s responsibilities from those in effect immediately prior to a change in control;

• a reduction of the executive’s rate of salary or annual or long-term incentive opportunities as in effect prior to the change in control, or a failure to provide employee benefits which, in the aggregate, are not significantly less favorable to the executive than those in effect immediately prior to the change in control;

• the failure to pay the executive any portion of his or her current or deferred compensation when due;

• our failure to obtain a satisfactory agreement from any successor to assume and agree to perform the agreement, or any other breach by the Company of a material provision of the agreement or any written employment or other agreement with the executive; or

• a requirement that the executive be based at an office or location that is more than 35 miles (one-way) from his or her primary office location immediately prior to the change in control, or to travel away from his or her office in the course of discharging his or her responsibilities significantly more than prior to the change in control.

In addition to the change in control severance agreements, the named executives and directors are parties to other agreements that have change in control provisions. Stock option agreements, stock appreciation rights agreements and restricted stock agreements have provisions that accelerate vesting upon the occurrence of a change in control. The term “change in control” has the same meaning as in the change in control severance agreements. Under the executive financial security plans of our named executives who are over age 55, if their employment is terminated by us without cause within two years after a change in control or by them within one year after a change in control, they become fully vested and will begin receiving payments as if they had reached age 65. Under the executive financial security plans of our named executives who are under age 55, five years are added to their credited years of service, but they will not begin to receive payments until they reach age 65.

Each named executive would have been entitled to receive the following if his employment had been terminated by us without cause or by him for good reason on the last day of our last fiscal year and a change in control had occurred in the preceding 24 months:

	Mel G. Brekhus			Kenneth R. Allen			Frederick G. Anderson			J. Lynn Davis			Stephen D. Mayfield
Monthly Nonqualified Deferred Compensation	$	40,000	(1)	$	7,309	(2)	$	11,438	(3)	$	11,598	(3)	$	8,521	(3)
Severance		1,080,000			499,700			579,500			494,365			465,500
Vesting of Stock Options(4)		514,930			254,138			274,874			231,606			219,626
Benefits		19,611			19,611			28,166			19,611			18,929
TOTAL	$	1,654,541		$	780,758		$	893,978		$	757,180		$	712,576

(1) Monthly payments begin immediately and continue for 102.5 months.

31

(2) Monthly payments begin immediately. Monthly payments increase to $9,141 when the executive reaches age 65 in August 2022, and continue until the latter of his death or the receipt of 180 payments by him and his beneficiary. For purposes of calculating the total amount due the named executive, we assumed he or his beneficiary received 180 monthly payments.

(3) Monthly payments begin immediately and continue until the latter of the executive’s death or the receipt of 180 payments by the executive and his beneficiary. For purposes of calculating the total amount due the named executive, we assumed he or his beneficiary received 180 monthly payments.

(4) Represents the difference between the closing price of the common stock on May 31, 2011 and the exercise price of all stock options whose vesting would be accelerated due to the change in control.

AUDIT COMMITTEE REPORT

The audit committee of the Board of Directors is responsible for, among other things, reviewing our financial statements with management and the independent auditors. The committee’s role is one of oversight, whereas our management is responsible for preparing our financial statements and the independent auditors are responsible for auditing those financial statements. The Board of Directors has adopted a written charter for the committee. The committee annually reviews and reassesses the adequacy of the charter.

In connection with the fiscal year 2011 audit, the audit committee has: (i) reviewed and discussed the audited financial statements with management; (ii) discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards 61 (Communication with Audit Committees), as amended; (iii) received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the audit committee concerning independence, and discussed with the auditors the auditors’ independence; and (iv) based on the reviews and discussions noted above, recommended to the Board of Directors that the audited financial statements be included in the Company’s 2011 Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

Ronald G. Steinhart,Chairman

John D. Baker, II,Member

Gary L. Pechota,Member

Dorothy C. Weaver,Member

FEES PAID TO INDEPENDENT AUDITORS

Audit Fees. The aggregate fees billed for professional services rendered by Ernst & Young LLP for the audit of our annual financial statements and for the reviews of our financial statements included in the quarterly reports on Form 10-Q were approximately $809,500 in fiscal year 2011 and $774,000 in fiscal year 2010.

Audit-Related Fees. The aggregate fees paid for audit-related services rendered by Ernst & Young LLP were approximately $60,000 in fiscal year 2011 and $72,000 in fiscal year 2010. Audit-related services included pension audits and reference services.

Tax Fees. The aggregate fees paid for services rendered by Ernst & Young LLP for tax compliance and tax consulting were approximately $125,373 in fiscal year 2011 and $81,250 in fiscal year 2010.

All Other Fees. There were no other fees paid to, or services rendered by Ernst & Young LLP in fiscal years 2011 and 2010.

In appointing Ernst & Young LLP to serve as independent auditors for the fiscal year ending May 31, 2011, the audit committee considered whether the provision of these non-audit services is compatible with maintaining the independent auditors’ independence.

32

The audit committee has pre-approved all audit and permissible non-audit services provided by Ernst & Young LLP in fiscal years 2011 and 2010. Prior to the engagement of Ernst & Young LLP to provide audit and permissible non-audit services, the firm provides our Chief Financial Officer with a proposal and fee estimate, which he then communicates to the audit committee before it acts on the request for pre-approval of such services.

PROPOSAL NO. 2

RATIFY SELECTION OF INDEPENDENT AUDITORS

The audit committee of the Board of Directors selected Ernst & Young LLP as independent auditors of the Company to audit its consolidated financial statements for fiscal year 2011 and expects to select Ernst & Young LLP to audit its consolidated financial statements for fiscal year 2012. The Board of Directors has determined that it would be desirable to request that the shareholders ratify such selection for 2012. Representatives of Ernst & Young LLP will be present at the annual meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions from shareholders.

Shareholder approval is not required for the selection of Ernst & Young LLP, since the audit committee has the responsibility for selecting auditors. No determination has been made as to what action the audit committee would take if shareholders do not approve the selection.

The affirmative vote of a majority of the shares present or represented by proxy at the annual meeting and entitled to vote will be required to approve the selection of Ernst & Young LLP as independent auditors.

The Board unanimously recommends you vote FOR the ratification of the selection of Ernst & Young LLP as our independent auditors.

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with recently adopted Section 14A of the Securities Exchange Act of 1934, we are asking you to approve the following advisory resolution at the annual meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

We urge you to read the Compensation Discussion and Analysis, the related compensation tables and the accompanying narrative in this proxy statement, which provide detailed information on our compensation policies and practices and the compensation of our named executive officers.

The Board believes that the policies and practices described in the Compensation Discussion and Analysis are effective in motivating management to a achieve annual and long-term financial goals of the Company by fostering a pay-for-performance culture, in aligning the executives’ long-term interests with those of the shareholders, and in attracting and retaining executives for long and productive careers. Over the past three years during a period of economic recession and stress, the named executive officers have received no cash bonuses or incentive payments and our president and chief executive officer agreed to reduce his annual salary by 10% and the other named executive officers agreed to reduce their salaries by 5%. Equity-based incentives were comprised of stock option grants that were based on the consistent application of long-standing guidelines.

33

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board values your opinions and the Compensation Committee will review and consider the voting results when evaluating our executive compensation program.

The Board unanimously recommends you vote FOR the non-binding resolution approving the compensation of our named executive officers.

PROPOSAL NO. 4

FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

At least once every six years we are required to provide our shareholders with the opportunity to cast a vote as to how frequently they would like to hold an advisory vote on the compensation of our named executive officers (say-on-pay vote). Therefore, we are asking you to vote whether our future say-on-pay votes should be held every year, every other year or every three years. This vote is advisory and therefore non-binding. Although the vote is non-binding, the Board values the opinions of our shareholders and will consider the outcome of the vote when establishing the frequency of future say-on-pay votes.

Your proxy card provides four choices for you to cast your vote: every year, every two years, every three years, or you may abstain. You are not voting to approve or disapprove the Board’s recommendation.

The Board unanimously recommends you vote for a frequency of every year for holding our future say-on-pay votes.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 generally requires our directors and executive officers and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE) initial reports of ownership and reports of changes in ownership of our common stock. Directors, executive officers and 10% owners are required by the SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of copies of such reports furnished to us and written representations of our directors and executive officers indicating that no other reports were required to be filed during the 2011 fiscal year, we believe that all filing requirements applicable to our directors, executive officers and 10% owners were complied with in accordance with Section 16(a), except NNS Holding, a 10% owner, filed one report of changes in ownership on which 10 transactions were not reported on a timely basis.

2012 SHAREHOLDER PROPOSALS

Any shareholder proposal intended to be presented at the 2012 annual meeting of shareholders and to be included in our Proxy Statement must be received by the Secretary of the Company at our principal executive offices by the close of business on April 28, 2012. The proposal must comply with the regulations of the Securities and Exchange Commission regarding the inclusion of shareholder proposals in our Proxy Statement. If you wish to submit a proposal that is not to be included in our 2012 Proxy Statement, your proposal must be received by the Secretary at our principal executive offices not earlier than the close of business on June 14, 2012 and not later than the close of business on July 14, 2012. The proposal must comply with the additional requirements regarding advance notice of shareholder proposals in our bylaws.

34

MULTIPLE SHAREHOLDERS SHARING SAME ADDRESS

We have elected to implement the Securities and Exchange Commission’s “householding” rules that permit delivery of only one annual report to shareholders, proxy statement or notice of availability of proxy materials, as applicable, to shareholders who share an address unless otherwise requested. If you share an address with another shareholder and have received only one annual report to shareholders, proxy statement or notice of availability of proxy materials, as applicable, you may request a separate copy of these materials at no cost to you. If you are a registered holder of shares, you may request a separate copy by calling BNY Mellon Shareowner Services at (800) 454-8620, or by writing to Texas Industries, Inc., c/o BNY Mellon Shareowner Services, P.O. Box 358016, Pittsburgh, PA 15252-8016. If you hold shares in street name, you may request a separate copy by calling Investor Communication Services at (800) 542-1061, or by writing to Investor Communication Services, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. For future annual meetings, you may request separate voting materials, or request that we send only one set of proxy materials to you if you are receiving multiple copies, by contacting Investor Communication Services at the above phone number or address.

OTHER MATTERS

At the date of this Proxy Statement, the Board of Directors was not aware that any matters not referred to in this Proxy Statement would be presented for action at this annual meeting. If any other matters should come before the annual meeting, the persons named in the accompanying proxy will have the discretionary authority to vote all proxies in accordance with their best judgment.

By Order of the Board of Directors,

Frederick G. Anderson

Secretary

35

TEXAS INDUSTRIES, INC. 1341 W. MOCKINGBIRD LANE • DALLAS, TEXAS 75247 • (972) 647-6700

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of Internet or telephone voting.

Both are available 24 hours a day, 7 days a week.

Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the shareholder meeting date.

TEXAS INDUSTRIES, INC.

INTERNET

http://www.proxyvoting.com/txi

Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.

OR

TELEPHONE

1-866-540-5760

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.

If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.

To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

06472                                     Fulfillment

                                                   06477

‚  FOLD AND DETACH HERE  ‚

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE LISTED NOMINEES, “FOR” THE RATIFICATION OF ERNST & YOUNG LLP, “FOR” THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION, AND FOR CONDUCTING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY “1 YEAR”. Please mark your votes as indicated in this example x

1.	Election of Directors
		FOR	AGAINST	ABSTAIN
1.1	Mel G. Brekhus	¨	¨	¨
1.2	Eugenio Clariond	¨	¨	¨
1.3	Sam Coats	¨	¨	¨
1.4	Thomas R. Ransdell	¨	¨	¨
1.5	Robert D. Rogers	¨	¨	¨
1.6	Ronald G. Steinhart	¨	¨	¨

			FOR	AGAINST	ABSTAIN
2.	To ratify the selection of Ernst & Young LLP as our independent auditors.		¨	¨	¨
3.	Approve advisory resolution on executive compensation.		¨	¨	¨
		1 year	2 years	3 years	ABSTAIN
4.	Advisory vote on frequency of future advisory votes on executive compensation.	¨	¨	¨	¨
5.	In their discretion, upon any other business that may properly come before the Annual Meeting or any adjournment thereof.

Mark Here for Address Change or CommentsSEE REVERSE ¨

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Signature Signature Date

You can now access your Texas Industries, Inc. account online.

Access your Texas Industries, Inc. account online via Investor ServiceDirect^® (ISD).

BNY Mellon Shareowner Services, the transfer agent for Texas Industries, Inc., now makes it easy and convenient to get current information on your shareholder account.

• View account status

• View certificate history

• View book-entry information

• View payment history for dividends

• Make address changes

• Obtain a duplicate 1099 tax form

Visit us on the web at http://www.bnymellon.com/shareowner/equityaccess

For Technical Assistance Call 1-877-978-7778 between 9am-7pm

Monday-Friday Eastern Time

Investor ServiceDirect^®

Available 24 hours per day, 7 days per week

TOLL FREE NUMBER: 1-800-370-1163

ChooseMLink^SMfor fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor ServiceDirect^®atwww.bnymellon.com/shareowner/equityaccess where step-by-step instructions will prompt you through enrollment.

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of shareholders. The Proxy Statement and Annual Report to Stockholders are available at:http://www.proxyvoting.com/txi

‚  FOLD AND DETACH HERE  ‚

PROXY

TEXAS INDUSTRIES, INC.

Annual Meeting of Shareholders – October 12, 2011

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Sam Coats, Mel G. Brekhus and Robert D. Rogers, and each of them, with power to act without the other and with power of substitution, as proxies and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Texas Industries, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held on Wednesday, October 12, 2011 at 9:30 A.M. at the Cityplace Conference and Event Center, Thompson Amphitheater located at 2711 North Haskell Avenue, Dallas, Texas or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.

Address Change/Comments

(Mark the corresponding box on the reverse side)

BNY MELLON SHAREOWNER SERVICES

P.O. BOX 3550

SOUTH HACKENSACK, NJ 07606-9250

(Continued and to be marked, dated and signed, on the other side) 06472 Fulfillment 06477