Page 17 - Martin Marietta - 2023 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
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 2022 INVESTOR OUTREACH
instrumental in the development of our governance, compensation and sustainability
policies and inform our business strategy.

During 2022, we engaged in person, through virtual meetings, by telephone, and/or
written correspondence with our largest institutional investors and other significant ~ 200
shareholders on an array of governance topics, including our executive compensation INVESTMENT GROUPS
programs. We also engaged by telephone conference or written correspondence with
stakeholders or other parties on various topics including board composition, executive
compensation, human capital management, and ESG matters, as well as other topics
of interest.

At our 2022 Annual Meeting of Shareholders, 94% 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

• The elimination of the walk-right and value of perks in the severance calculation in executive officers’ PROXY HIGHLIGHTS
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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