Page 5 - Martin Marietta - 2025 Proxy Statement
P. 5

Notice of 2025 Annual Meeting of Shareholders

                                               For More
                                               Information  Board
               Item of Business                See Page   Recommendation
         Item 1  To elect 10 directors          23         FOR              Annual Meeting of Shareholders
               To ratify the appointment of
         Item 2  PricewaterhouseCoopers LLP as independent  37  FOR         When:
               auditors for 2025
                                                                            Thursday, May 15, 2025, 8:00 a.m. ET
               To vote on an advisory resolution to approve
         Item 3  the compensation of our named executive  85  FOR           Place:
               officers                                                     4123 Parklake Avenue, Raleigh, NC 27612
                                                                            (our principal executive offices)
               To approve the 2025 Employee Stock
         Item 4                                 86         FOR
               Purchase Plan
                                                                            Who Can Vote:
               Any other matters that may properly come                     Shareholders of record at the close of
               before the meeting
                                                                            business on March 7, 2025



         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, 2025 to shareholders of record at the close of  using any of these methods.
         business on March 7, 2025.

         Your vote is important. You may vote in person at the 2025            Via the internet
        Annual Meeting of Shareholders (Annual Meeting) or submit a            www.voteproxy.com
        proxy over the internet. If you have received a paper copy of
        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
                                                                               1-800-PROXIES (1-800-776-9437) in
        Whether or not you expect to attend the meeting, we hope
        you will date and sign the enclosed Proxy Card and mail it             the United States or
         promptly in the enclosed stamped envelope. Submitting your            1-201-299-4446 from outside the
         proxy now will not prevent you from voting your shares at the         United States
         meeting, because your proxy is revocable at your option.
                                                                               By Mail
         If you submit your proxy by telephone or over the internet, you       Sign, date and mail your proxy
         do not need to return your Proxy Card by mail.
                                                                               card in the envelope provided
         Sincerely,
                                                                               In Person
                                                                               Attend the Annual Meeting and
                                                                               vote by ballot


         Bradley D. Kohn
         Senior Vice President, General Counsel
         and Corporate Secretary
         Martin Marietta Materials, Inc.
         Raleigh, North Carolina
         April 15, 2025

         Important Notice Regarding the Availability of Proxy Materials for the 2025 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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