Page 12 - Martin Marietta - 2022 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 2021 INVESTOR OUTREACH
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. 265+
INVESTMENT GROUPS
During 2021, 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 250+
programs. We also engaged by telephone conference or written correspondence with ATTENDEES TO 2021
stakeholders or other parties on various topics including board composition, executive INVESTOR DAY
compensation, human capital management, and ESG matters, as well as other topics
of interest.

At our 2021 Annual Meeting of Shareholders, 93.1% of the shares cast voted in favor
of the advisory vote on executive compensation, or Say On Pay. We have made
meaningful changes to our compensation program in recent years based on feedback
from shareholders consisting of:

• The elimination of the excise tax gross-up in executive officers’ Employment Protection Agreements PROXY HIGHLIGHTS

• The elimination of the walk-right and value of perks in the severance calculation in executive officers’
Employment Protection Agreements
• The decision to not include these provisions in future Employment Protection Agreements

• The elimination of the single-trigger vesting for equity awards beginning in 2019

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