Page 44 - Martin Marietta - 2023 Proxy Statement

PROPOSAL 2: INDEPENDENT AUDITORS / SUMMARY OF FEES

PwC served as Martin Marietta’s independent auditors for 2022 and audited the consolidated financial statements of
Martin Marietta for the year ended December 31, 2022 and the effectiveness of Martin Marietta’s internal control over
financial reporting as of December 31, 2022. In connection with the audit of Martin Marietta’s 2022 consolidated financial
statements, Martin Marietta entered into an engagement letter with PwC that sets forth the terms by which PwC would
perform audit services for Martin Marietta.

The Audit Committee is solely responsible for retaining or terminating Martin Marietta’s independent auditors.
Representatives of PwC are expected to attend the Annual Meeting, will have the opportunity to make a statement if they
so desire, and will be available to respond to questions from shareholders.

The Board Unanimously Recommends a Vote “FOR” on this Proposal 2

Summary of Fees
The following table summarizes the aggregate of fees billed for professional services rendered to Martin Marietta by PwC
in 2022 and 2021.

2022 2021
Audit Fees 1 $3,296,000 $3,401,000
Audit-Related Fees 2 100,000 100,000
Tax Fees – –
All Other Fees 3 3,000 3,000
TOTAL $3,399,000 $3,504,000
Percentage of Audit & Audit-Related Fees to Total Fees 99.9% 99.9%

1 Services in connection with the annual consolidated financial statement audit, the annual internal controls audit, reviews of the
consolidated financial statements included in the quarterly reports, and comfort letter and consent matters related to debt offerings.
2 Services in connection with audit-related services, including agreed-upon procedures reports and subsidiary audits.
3 Other fees include license fees for technical accounting software.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and
other services performed by its independent auditor. The policy provides for pre-approval by the Audit Committee of
specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect
to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to
perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to approve permitted
services, provided that the Chair reports any decision to the Committee at its next scheduled meeting.

Audit Committee Review

In connection with the Audit Committee’s review of services rendered and fees billed by the independent auditor, the
Audit Committee has considered whether the provision of the non-audit related services described above is compatible
with maintaining the independent auditors’ independence and has concluded that the provision of these services did not
compromise such independence.

38 2023 PROXY STATEMENT