Page 38 - Martin Marietta - 2021 Proxy Statement

CORPORATE GOVERNANCE PHILOSOPHY / CORPORATE GOVERNANCE MATTERS

Martin Marietta require advance notice for any proposal for the nomination for election as a Director at an Annual
Meeting of Shareholders that is not included in Martin Marietta’s Notice of Meeting or made by or at the direction of the
Board of Directors. In general, nominations must be delivered to the Secretary of Martin Marietta at its principal executive
offices, 4123 Parklake Avenue, Raleigh, North Carolina 27612, not less than 60 days nor more than 90 days prior to the
first anniversary of the mailing of the Proxy Statement in connection with the preceding year’s Annual Meeting of
Shareholders and must contain specified information concerning the nominee and the shareholder proposing the
nomination. Any shareholder desiring a copy of the Bylaws of Martin Marietta will be furnished a copy without charge
upon written request to the Secretary of Martin Marietta. Since the 2020 Annual Meeting, Martin Marietta has not made
any material changes to the procedures by which shareholders may nominate individuals for election as Directors.
Additional information is contained in the section entitled Shareholders’ Proposals For 2022 Annual Meeting below.

How does the Board select nominees for the Board?

The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its
members and other Board members, as well as management and shareholders. The Committee may also retain a third-
party executive search firm to identify potential candidates for its consideration from time to time. The Committee makes
an initial determination as to whether to conduct a full evaluation of the candidate, and reviews all information provided
to the Committee, including the recommendations for the prospective candidate and the Committee’s own knowledge of
the prospective candidate. If the Committee determines that additional consideration is warranted, interviews are
conducted by the members of the Committee, as well as the Chief Executive Officer of Martin Marietta; appropriate
inquiries are conducted into the background and qualifications of potential candidates; the Committee meets to discuss its
evaluation and feedback from the Chief Executive Officer; and, if the Committee determines to do so, it makes a
recommendation to the full Board as to the persons who should be nominated by the Board. The Board of Directors
determines the nominees after considering the recommendation and report of the Committee.

In evaluating any potential candidate, the Nominating and Corporate Governance Committee considers the extent to
which the candidate has the personal characteristics and core competencies outlined in the Guidelines for Potential New
Board Members adopted by the Committee, and takes into account all other factors it considers appropriate. A copy of
these Guidelines is attached to this Proxy Statement as Appendix A.

Do the Board Committees have charters? How can shareholders obtain them?

Martin Marietta’s Board of Directors has adopted written charters meeting the requirements of the NYSE for the Audit
Committee, Management Development and Compensation Committee, and Nominating and Corporate Governance
Committee. These charters address the purposes and responsibilities of each Committee, as described above, and provide
for an annual performance evaluation of each Committee. Copies of these charters, and the charters of the other
Committees of the Board, are posted on Martin Marietta’s website at https://ir.martinmarietta.com/corporate-governance/
governance-documents-and-charters, along with copies of Martin Marietta’s Corporate Governance Guidelines, Code of
Ethical Business Conduct, and Guidelines for Director’s Independence.

How are transactions with persons related to Martin Marietta reviewed?
The SEC requires Martin Marietta to disclose in this Proxy Statement certain transactions in which Martin Marietta
participates and in which certain persons considered “related persons” of Martin Marietta have a direct or indirect material
interest. These “related persons” would include the Directors and executive officers of Martin Marietta, nominees for
Director, certain control persons, and their immediate family members. Since January 1, 2020, there have been no such
transactions.

Each Director, executive officer, and nominee for Director of Martin Marietta receives and agrees to abide by Martin
Marietta’s Code of Ethical Business Conduct. Martin Marietta considers that any transaction in which Martin Marietta
participates and in which any related person of Martin Marietta has a direct or indirect material interest will be subject to
review, approval or ratification, as appropriate under the circumstances, by Martin Marietta under the standards
enumerated in Martin Marietta’s Code of Ethical Business Conduct. If a proposed transaction is one in which a Director of
Martin Marietta has an actual or potential conflict of interest, it will be subject to review by the Chairman of the Board of
Directors and the Chairman of the Nominating and Corporate Governance Committee.

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