Page 95 - Martin Marietta - 2023 Proxy Statement

Proposal 4: Advisory Vote on the Frequency of

Executive Compensation Vote

The Dodd-Frank Act and Section 14A of the Exchange Act enable our shareholders, at least once every six years, to
indicate their preference regarding how frequently we should solicit a ‘‘Say on Pay’’ advisory vote such as Proposal 3
described on the preceding page. Specifically, shareholders must be given the opportunity to vote on our executive
compensation programs either every 1 year, every 2 years or every 3 years. Although this vote is advisory and nonbinding,
our Board of Directors will review voting results and give serious consideration to the outcome of such voting.

Our Board of Directors recognizes the importance of receiving regular input from our shareholders on important issues
such as our compensation programs. Our Board also believes that a well-structured compensation program should include
plans that drive creation of shareholder value over the long-term, and that it should receive advisory input from our
shareholders each year. Accordingly, as indicated below, the Board recommends that you vote in favor of an advisory vote
on our compensation programs every 1 year.

Shareholders may cast their vote on their preferred voting frequency by choosing the option of every 1 year, every 2 years,
every 3 years or abstain from voting. You are not voting to approve or disapprove the Board’s recommendation on this
item. The frequency option that receives the highest number of votes cast on the proposal will be considered the
frequency preferred by our shareholders. However, as indicated above, the shareholder vote on the frequency of
nonbinding shareholder votes to approve executive compensation will not be binding on us or the Board, and will not be
construed as overruling any decision by us or the Board. The vote will not be construed to create or imply any change to
our fiduciary duties or those of the Board, or to create or imply any additional fiduciary duties for us or the Board.
However, the Board values our shareholders’ opinions, and consistent with our record of shareholder engagement, will
consider the outcome of the vote in making a determination concerning the frequency of advisory votes on executive
compensation.

The Board Unanimously Recommends EVERY 1 YEAR as the Vote for this Proposal 4

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