Page 46 - Martin Marietta - 2024 Proxy Statement
P. 46

PROPOSAL 2: INDEPENDENT AUDITORS / SUMMARY OF FEES



        PwC served as Martin Marietta’s independent auditors for 2023 and audited the consolidated financial statements of
        Martin Marietta for the year ended December 31, 2023 and the effectiveness of Martin Marietta’s internal control over
        financial reporting as of December 31, 2023. In connection with the audit of Martin Marietta’s 2023 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 2023 and 2022.
                                                                                           2023         2022
         Audit Fees 1                                                                    $3,759,000   $3,296,000
         Audit-Related Fees 2                                                              110,000      100,000
         Tax Fees
         All Other Fees 3                                                                    2,000        3,000
         TOTAL                                                                           $3,871,000   $3,399,000
         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 consent.
        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.











        40 2024 PROXY STATEMENT
   41   42   43   44   45   46   47   48   49   50   51