Page 105 - Martin Marietta - 2023 Proxy Statement

/ ANNUAL MEETING AND VOTING INFORMATION

If you complete and properly sign the accompanying Proxy Card and return it to Martin Marietta, it will be voted as you
direct. If you are a registered shareholder and attend the meeting, you may deliver your completed Proxy Card or vote in
person. Shareholders whose shares are held by brokers, banks, or other nominees who wish to vote at the meeting will
need to obtain a proxy form from the institution that holds its shares.

What can I do if I change my mind after I vote my shares?
Even if you have submitted your vote, you may revoke your proxy and change your vote at any time before voting begins
at the Annual Meeting.

Registered shareholders: Registered shareholders may change their votes in one of two ways:
• by voting on a later date by telephone or over the Internet (only your last dated Proxy Card or telephone or Internet vote
is counted); or
• by delivering a later dated Proxy Card to our Secretary, either prior to or at the meeting; or by voting your shares in
person at the meeting. In order to vote your shares at the meeting, you must specifically revoke a previously submitted
proxy.
Beneficial shareholders: If you hold your shares in street name, you should contact your bank, broker or other nominee to
find out how to revoke your proxy.
How do I vote my 401(k) shares?

Each participant in Martin Marietta’s Savings and Investment Plan may direct the trustee as to the manner in which shares
of common stock allocated to the plan participant’s account are to be voted. If the plan participant does not return a
signed voting instruction card to the trustee in a timely manner or returns a card without indicating any voting instructions,
the trustee will vote the shares in the same proportion as shares for which the trustee receives voting instructions for that
plan.

Will my broker vote my shares for me if I do not give voting instructions? What are
“broker non-votes”?

Brokers holding shares for beneficial owners must vote those shares according to the specific instructions they receive from
the beneficial owners. If specific instructions are not received, brokers may generally vote these shares at their discretion.
However, the NYSE rules preclude brokers from exercising their voting discretion on certain proposals, such as the election
of Directors and executive compensation matters. In such cases, absent specific instructions from the beneficial owner, the
broker may not vote on those proposals. This results in what is known as a “broker non-vote.” The approval of the
ratification of the appointment of independent auditors is not a proposal subject to this rule. Accordingly, if you want your
broker to vote your shares on the election of Directors or, the approval on an advisory basis of the compensation of our
named executive officers, and the approval on an advisory basis of the frequency of voting on our executive compensation,
you must provide specific voting instructions to your broker. Conversely, any broker holding shares for you may vote your
shares at their discretion with respect to the ratification of the appointment of independent auditors unless you give them
specific instructions on how you wish for them to vote.
What vote is required to approve each item?

Martin Marietta amended its Articles of Incorporation following the 2013 Annual Meeting of Shareholders to provide for
majority voting in the election of Directors. As a result, in an uncontested Director election (i.e., an election where the only
nominees are those proposed by our Board of Directors, such as at the 2023 Annual Meeting), Directors are elected by a
majority of the votes cast by holders of our common stock present in person or by proxy at the meeting. For purposes of
uncontested Director elections, a majority of votes cast means that the number of votes cast “for” a nominee’s election
exceeds the number of votes cast “against” that nominee’s election. Abstentions and broker non-votes will not be
counted as votes cast in the election of Directors and will have no effect on the outcome of the election of Directors.
Under North Carolina law, if an incumbent director is not re-elected at an Annual Meeting, then, even though his or her
term has expired, the incumbent director continues to serve in office as a holdover director until his or her successor is
elected or until there is a decrease in the number of directors.

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