Page 11 - Martin Marietta - 2021 Proxy Statement

PROXY /

Effective Shareholder Engagement

Accountability to our shareholders is an important component of the Company’s success. We recognize the value of
building informed relationships with our investors that promote further transparency and accountability. While proxy
voting is one direct way to influence corporate behavior, proactive engagement with our investors can be effective and
impactful. Investor views are communicated to the Board and are instrumental in the development of our governance,
compensation and sustainability policies and inform our business strategy.

During 2020, we engaged in person through virtual meetings, by telephone and/or written correspondence with our
largest institutional investors and other significant shareholders on an array of governance topics, including our
executive compensation programs. We also engaged by telephone conference or written correspondence with
stakeholders or other parties on various topics including board composition, executive compensation, human capital
management, and ESG matters, as well as other topics of interest.

At our 2020 Annual Meeting of Shareholders, 95.4% of the shares cast voted in favor of the advisory vote on executive
compensation, or Say On Pay. We made meaningful changes in 2018 to our compensation program based on feedback
from shareholders consisting of:
• The elimination of the excise tax gross-up in executive officers’ Employment Protection Agreements
• The elimination of the walk-right and value of perks in the severance calculation in executive officers’
Employment Protection Agreements
PROXY HIGHLIGHTS • The elimination of the single-trigger vesting for equity awards beginning in 2019
• The decision to not include these provisions in future Employment Protection Agreements

6 2021 PROXY STATEMENT