Page 5 - Martin Marietta - 2024 Proxy Statement
P. 5

Notice of 2024 Annual Meeting of Shareholders

                                               For More
                                               Information  Board
               Item of Business                See Page   Recommendation
         Item 1  To elect 10 directors          25         FOR              Annual Meeting of Shareholders
               To ratify the appointment of
         Item 2  PricewaterhouseCoopers LLP as independent  39  FOR         When:
               auditors for 2024
                                                                            Thursday, May 16, 2024, 8:00 a.m. ET
               To vote on an advisory resolution to approve
         Item 3  the compensation of our named executive  89  FOR           Place:
               officers                                                     4123 Parklake Avenue, Raleigh, NC 27612
                                                                            (our principal executive offices)
               Any other matters that may properly come
               before the meeting
                                                                            Who Can Vote:
                                                                            Shareholders of record at the close of
                                                                            business on March 7, 2024



         Date of Availability:                             How to Vote:
         This Notice, Proxy Statement, the Proxy Card, and the Notice  It is important that your shares be represented and
         of Meeting are being sent commencing on approximately  voted at the Annual Meeting. We urge you to vote by
         April 15, 2024 to shareholders of record at the close of  using any of these methods.
         business on March 7, 2024.

         Your vote is important. You may vote in person at the 2024
        Annual Meeting of Shareholders (Annual Meeting) or submit a            Via the internet
        proxy over the internet. If you have received a paper copy of          www.voteproxy.com
        the Proxy Card (or if you request a paper copy of the
        materials), you may submit a proxy by telephone or by mail.
                                                                               By Telephone
        Whether or not you expect to attend the meeting, we hope               1-800-PROXIES (1-800-776-9437) in
        you will date and sign the enclosed Proxy Card and mail it             the United States or
         promptly in the enclosed stamped envelope. Submitting your            1-718-921-8500 from outside the
         proxy now will not prevent you from voting your shares at the         United States
         meeting, as your proxy is revocable at your option.
         If you submit your proxy by telephone or over the internet, you       By Mail
         do not need to return your Proxy Card by mail.                        Sign, date and mail your proxy
                                                                               card in the envelope provided
         Sincerely,
                                                                               In Person
                                                                               Attend the Annual Meeting and
                                                                               vote by ballot

         Roselyn R. Bar
         Executive Vice President, General Counsel
         and Corporate Secretary
         Martin Marietta Materials, Inc.
         Raleigh, North Carolina
         April 15, 2024

         Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of
         Shareholders: The Proxy Statement and Annual Report on Form 10-K are available at
         https://ir.martinmarietta.com/reports-filings/annual-reports-and-proxies.
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