Page 42 - Martin Marietta - 2023 Proxy Statement

CORPORATE GOVERNANCE MATTERS / CORPORATE GOVERNANCE BOARD PRACTICES

Will the Directors attend the Annual Meeting?
Martin Marietta’s Directors are expected to be available to respond to questions and react to comments at the Martin
Marietta’s Annual Meeting of Shareholders although frequently no shareholders other than Directors and Officers attend
these meetings. In 2022, all then-current Directors attended the Annual Meeting in May.

Will the Nominating and Corporate Governance Committee consider any Director candidates recommended by
shareholders?
The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders for election
as a Director at an Annual Meeting of Shareholders of Martin Marietta, if the shareholder making such recommendation
complies with the advance notice provisions and other criteria specified in the Bylaws of Martin Marietta. The Bylaws of
Martin Marietta require advance notice for any proposal for the nomination for election as a Director at an Annual
Meeting of Shareholders that is not included in Martin Marietta’s Notice of Meeting or made by or at the direction of the
Board of Directors. In general, nominations must be delivered to the Secretary of Martin Marietta at its principal executive
offices, 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 Proxy Statement in connection with the preceding year’s Annual Meeting of
Shareholders and must contain specified information concerning the nominee and the shareholder proposing the
nomination. Any shareholder desiring a copy of the Bylaws of Martin Marietta will be furnished a copy without charge
upon written request to the Secretary of Martin Marietta. In November 2022, Martin Marietta amended and restated its
Bylaws to implement certain “universal proxy” rules adopted by the SEC, to update certain procedural requirements
relating to director nominations by shareholders set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as
amended. The amendments effected by the amended Bylaws also include: (i) enhanced requirements regarding the
information shareholders must submit and representations shareholders must make in connection with providing advance
notice of shareholder meeting proposals and director nominations, including a representation that the shareholder intends
or is part of a group that intends to solicit proxies with respect to such proposal or nomination; (ii) requirements for
shareholders submitting such proposals or director nominations to supplement the information provided in the notice as of
the record date of the shareholder meeting and, generally, as of ten (10) days prior to the shareholder meeting; (iii) a
requirement that a shareholder or a qualified representative of the shareholder appear at the shareholder meeting to
present a nomination or other business; (iv) a prohibition against a shareholder nominating a greater number of persons
for election to the board of directors than are subject to election at the shareholder meeting; (v) a requirement that for an
individual to be eligible for election as a director the individual must complete a questionnaire in a form provided by the
Company to provide information relevant to election as a director, including with respect to background, qualifications,
stock ownership and independence, and represent that he or she is not and, if elected as a director during his or her term
of office, will not become a party to any agreement, arrangement or understanding specifying how he or she is to act or
vote as a director on any issue or question unless disclosed to the Company or that would interfere with the ability of the
individual to comply with fiduciary duties as a director; and (vi) a requirement that a shareholder soliciting proxies from
other shareholders use a proxy card color other than white. In addition to satisfying the foregoing requirements under our
amended Bylaws, to comply with the SEC’s universal proxy rules, 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 60 calendar days prior to the anniversary of the 2023 Annual Meeting date.
Additional information is contained in the section entitled Shareholders’ Proposals For 2023 Annual Meeting below.

How does the Board select nominees for the Board?
The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its
members and other Board members, as well as management and shareholders. The Committee may also retain a third-
party executive search firm to identify potential candidates for its consideration from time to time. The Committee makes
an initial determination as to whether to conduct a full evaluation of the candidate, and reviews all information provided
to the Committee, including the recommendations for the prospective candidate and the Committee’s own knowledge of
the prospective candidate. If the Committee determines that additional consideration is warranted, interviews are
conducted by the members of the Committee, as well as the Chief Executive Officer of Martin Marietta; appropriate
inquiries are conducted into the background and qualifications of potential candidates; the Committee meets to discuss its
evaluation and feedback from the Chief Executive Officer; and, if the Committee determines to do so, it makes a
recommendation to the full Board as to the persons who should be nominated by the Board. The Board of Directors
determines the nominees after considering the recommendation and report of the Committee.

36 2023 PROXY STATEMENT