Page 104 - Martin Marietta - 2023 Proxy Statement

Annual Meeting and Voting Information

What is the purpose of the Annual Meeting?
At our Annual Meeting, shareholders will act on the matters outlined in the accompanying Notice of Annual Meeting of
Shareholders. This statement is furnished in connection with the solicitation by Martin Marietta’s Board of Directors of
proxies to be used at the meeting and at any and all adjournments or postponements of the meeting.

Whether or not you plan to attend the meeting, we encourage you to date, sign, and return your proxy in the enclosed
envelope or electronically as instructed in the notice of this Proxy Statement and below under How do I vote?

Who is entitled to vote at the meeting?

Only shareholders of record at the close of business on March 6, 2023 are entitled to notice of and to participate in the
Annual Meeting. If you were a shareholder of record on that date, you will be entitled to vote all the shares that you held
on that date at the meeting, or any adjournments or postponements of the meeting.
What are the voting rights of the holders of Martin Marietta common stock?

Each share of Martin Marietta common stock is entitled to one vote on each matter considered at the meeting.
Who can attend the meeting?

All shareholders as of the record date, or their duly appointed proxies, beneficial owners presenting satisfactory evidence
of ownership as of the record date, and invited guests of Martin Marietta may attend the meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the common stock outstanding on the
record date constitutes a quorum, permitting shareholders to take action at the meeting. On March 6, 2023, there were
61,996,967 shares outstanding of Martin Marietta’s common stock, $.01 par value per share, and each share of common
stock is entitled to one vote per share.

Who will oversee the voting results?
Votes cast by proxy or in person at the Annual Meeting will be tabulated by an independent inspector of election
appointed by Martin Marietta’s Board of Directors for the Annual Meeting. The inspector of election will determine
whether a quorum is present. For purposes of determining the presence of a quorum, abstentions and broker non-votes
(which are described below) will be counted as shares that are present and entitled to vote.

How do I vote?
Registered shareholders: Registered shareholders have four voting options:
• over the Internet at the internet address shown on the enclosed Proxy Card;
• by telephone through the number shown on the enclosed Proxy Card;
• by completing, signing, dating and returning the enclosed Proxy Card by mail; or
• in person at the meeting.

Even if you plan to attend the meeting, we encourage you to vote your shares by submitting your proxy. If you choose to
vote your shares at the meeting, please bring proof of stock ownership and proof of your identity for entrance to the
meeting.

Beneficial shareholders: If you hold your Martin Marietta shares in street name, your ability to vote by internet or telephone
depends on the voting process of the bank, broker or other nominee through which you hold the shares. Please follow
their directions carefully. If you want to vote at the meeting, you must request a legal proxy from your bank, broker or
other nominee and present that proxy, together with proof of your identity, for entrance to the meeting.

98 2023 PROXY STATEMENT