Page 87 - Martin Marietta - 2022 Proxy Statement

ANNUAL MEETING AND VOTING INFORMATION /

Who is paying for this Proxy Statement?
The entire cost of preparing, assembling, printing, and mailing the Notice of Meeting, this Proxy Statement, and proxies,
and the cost of soliciting proxies relating to the meeting, if any, has been or will be paid by Martin Marietta. In addition to
use of the mail, proxies may be solicited by Directors, officers, and other regular employees of Martin Marietta by
telephone, facsimile, or personal solicitation, and no additional compensation will be paid to such individuals. Martin
Marietta will use the services of Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902, a professional soliciting
organization, to assist in obtaining in person or by proxy shareholder votes. Martin Marietta estimates its expenses for
solicitation services will not exceed $10,000. Martin Marietta will, if requested, reimburse banks, brokerage houses and
other custodians, nominees and certain fiduciaries for their reasonable expenses incurred in mailing proxy materials to their
principals.

Incorporation by Reference

The Audit Committee Report beginning on page 36 and the Management Development and Compensation Committee
Report beginning on page 37 do not constitute soliciting material and should not be deemed filed or incorporated by
reference into any other filing by Martin Marietta under the Securities Act of 1933 or the Exchange Act, or subject to
Regulation 14A or to the liabilities of Section 18 of the Exchange Act, except to the extent that Martin Marietta specifically
requests that the information be treated as soliciting material or specifically incorporates such information by reference.

Shareholders’ Proposals for 2023 Annual Meeting
Proposals by shareholders intended to be presented at the 2023 Annual Meeting of Shareholders of Martin Marietta must
be received by the Secretary of Martin Marietta no later than December 14, 2022 in order to be included in the Proxy
Statement and on the Proxy Card that will be solicited by the Board of Directors in connection with that meeting. The
inclusion of any proposal will be subject to applicable rules of the SEC. In addition, the Bylaws of Martin Marietta establish
an advance notice requirement for any proposal of business to be considered at an Annual Meeting, including the
nomination of any person for election as Director. In general, written notice must be received by the Secretary of Martin
Marietta at its principal executive office, 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 preceding year’s Proxy Statement in connection with
the Annual Meeting and must contain specified information concerning the matter to be brought before such meeting
and concerning the shareholder proposing such a matter. Accordingly, to be considered at the 2023 Annual Meeting,
proposals must be received by the Secretary of Martin Marietta no earlier than January 13, 2023 and no later than
February 12, 2023. Any waiver by Martin Marietta of these requirements with respect to the submission of a particular
shareholder proposal shall not constitute a waiver with respect to the submission of any other shareholder proposal nor
shall it obligate Martin Marietta to waive these requirements with respect to future submissions of the shareholder
proposal or any other shareholder proposal. Our Bylaws provide a proxy access right to permit a shareholder, or a group of
up to 20 shareholders, owning at least 3% of our outstanding common stock continuously for at least three years, to
nominate and include in our proxy materials director nominees constituting up to 25% of the Board of Directors or two
Directors, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in
our Bylaws. Under our Bylaws, compliant notice of proxy access Director nominations for the 2023 Annual Meeting must
be submitted to the Corporate Secretary of Martin Marietta no earlier than November 14, 2022 and no later than
December 14, 2022. The notice must contain the information required by the Bylaws. Any shareholder desiring a copy of
the Bylaws of Martin Marietta will be furnished one without charge upon written request to the Secretary of Martin
Marietta at its principal executive office, 4123 Parklake Avenue, Raleigh, North Carolina 27612. In addition to satisfying
the foregoing requirements under our Bylaws, to comply with the SEC’s universal proxy rules (once effective), shareholders
who intend to solicit proxies in support of director nominees other than the Board of Directors’ nominees must provide
notice that sets forth the information required by SEC Rule 14a-19 no later than March 13, 2023.

Martin Marietta Materials, Inc.

April 13, 2022

82 2022 PROXY STATEMENT